United Artists Corporate Minutes (1938)

Sf Janiar 6 1938.

MINUTES OF THE REGULAR MEETING CF THE EXECUTIVE COMMITTEE
OF UNITED ARTISTS CORPORATION HELD AT THE OFFICES OF THE

CORPORATION #729 SEVENTH AVENUE, NEW a.
6TH DAY OF JANUARY, 1938.

The regular meeting of the Executive Committee of the
United Artists Corporation was held on the 6th day of January,
1938, at eleven O*clock in the forenoon, at the offices of the
Corporation, #729 Seventh Avenue, New York City.

There were present:
George J. Schaefer
- O’Brien
James li ; nett
Charles Schwartz
Edward C. Raftery,
constituting all the members of the Executive Committee,

There were also present:

Arthur W. Kelly, Vice President
Harry D, Buckley, Vice President
Harry J. Muller Treasurer

Emanus® Silverstone, (London Film Produc-
; tions, Ltd.)

Mr. George J. Schaefer acted as Chairman of the neeting”
and Mr. Edward C. Raftery acted as Secretary.

ur. Raftery reportdd \that a cony of the minutes of the
meeting held on December 23, 1957, had been sent to the parties
in interest, and it was moved, seconded and unanimously adopted
that the minutes of the previous meeting be apnroved,

Mr. Muller report

In accordance with past procedure, Price Waterhouse
has been requested to make the following audits:

=

atin

ARGENTINE - Buenos Aires only. Circularize accounts receiv-
able of Rosaria, Cordoba, Bahia Plence and
General Pica. ‘

BRAZIL - Rio de Janeiro only. Circularize accounts receiv-
able of Sao Paulo, Porto Allegre and Recife.

COLOMBIA
CRISTOBEL
CUBA

LONDON - United artists Corporation, Ltd.
United artists (Export) Ltd.
Reports and books kept in London covering Contin-
ental European subsidiaries of United Artists.

Mr. Lewis has since suggested that perhaps the audit of the
Spanish reports is unnecessary.

FRAME

In the Far East end Australia, Price, Waterhouse end Comm ny
do not have branches. In these places the following auditors
have been instructed to make examinations.

- E. S. Watkins

- Bingham, Loew and Matthews 5
INDIA - A. F. Ferguson & Co.

- MeAuliffe, Davis & Hope

I $= Clarke & Larkin
SINGAPORE - McAuliffe, Davis & Hope

Mr. Muller further reported:

At the request of Mr. Wharton, United Artists Corpora-
tion signed a Mortgage, Pledge and Security Agreement dated
Jenuary 5, 1938 between Pioneer Pictures, Inc. and Bank of Amer-
ica, covering the revenue from NOTHING SACRED in the amount of
$650,000, These papers were not yet signed by Bank of America
or Selznick International Pictures, Inc. but only by Pioneer
Pictures, Inc.

Mr. Muller further reported:

The following are the peyments which were made by
United Artists Corporation to tre Hays Organtmtion during the

-3<

years 1936 and 1957:

1936. 1937
s

Regular Dues $ 55,938.85 $ 52,225.47

Special Dues 15,670.51 8,024.19

Copyright Protection Dues 4,277.63 4,461.60

Legal Department Overhead 360.00 re

" os MO Se
Special Legal Assessments 2,752.20 3,952.14
$ 78,659.19 $46,421.40

In addition to the above items payments were made for
Canedian Dues and Film Board Dues as follows:

Canadian Dues $ 2,529.16 $ 2,119.90

New York Film Board Duss 3,300.00 3,300.90

Film Board of Trade 3,000.00 1,500.00 aan"

4 mos.

There was a great deal of discussion about the advisa-
bility of making an audit of the Spanish books, which were kept
in London, and the Japanese booksp~because of the unsettled
conditions in these countries. It was the unanimous opinion
of the Committee that the audit should be complete and dould

einclude all countries.

Mir. Kelly made a full and detailed report regarding
comiitions in Japan, and particularly regarding the new Japan-
ese Commission.

Mr. Buckley submitted a proposed new lease for the Buf
falo Exchange, extending the present lease for one year at $2400.
per annum. Mr. Buckley was suthorized to execute said lease.

Mr. Buckley made a report regarding epropesed lease for
New Haven, and it was directed that the matter be taken up for
action at a later meeting. :

Mr. Raftery asked apsroval of the following bills of the
Hays Organization: ot

*

Broadway v. Vitagraph)
Gore v. Vibagraph ) $475.00

Momand v,. Vitagraph 47.50
Colonial Theatrical En-
terprises v. Coopera-

tive Theatres of lich. 147.09

Payment of the above bills was approved.

ahs

Mr. Kelly made a detailed report regarding the
proposed contract with Stuart Doyle with reference to
Sath Africa. Mr. Kelly also reported regarding the
Krisel contract in Chirfa. :

Mr. Schaefer read the report regarding a letter
from Mr. Savini seeking to acquire re-issue rights on the
1932, 1933 and 1934 United Artists product. It was the
sense of the discussion regarding the proposal that Mr.
Savini's competition was not a healthy competition for
United Artists; that he was re-issuing old pictures and in
one instance changed a title without the consent of the
producer; that. exhibiters were advertising the pictures in
competition with, present releases in a very unfair and
discriminatory manner; that the pictures were being state-
richted and sold without regard to present releases in an
unfair competing manner.

Mr. Schaefer algo reported that he had written
to Dr. Giannin i regarding tae proposition.

Mr. Schaefer and Mr. Kelly each reported that
they had received approval from Dr. Giannini of the increases
which had been given to employees in the Home Office and
Exchanges. ‘

Mr. Sehaefer repated that he had received Dr.
Giannini's approval of the proposed welfare fund. o
Mr. Schaefer reported at great length regarding the
product which the Corporation may have or not have, as the
case may be, during the year 1958. He read excapts from
his communication to Dr. Giannini regarding the seasons of
1935-1936 and 1936-1937. He also read a statement that
some of the stockholders had stated thet the Cor poration
was being operated extravagantly and that he was preparing
a report to the Executive Committee with recomendations
of cuts and eliminations in personel, which he would have
ready by Wednesday, January 12th.

Mr. Kelly made a similar repart regarding the
departments in his jurisdiction.

It was suggested that a meeting be held next Thurs-
day, January 13th, at 10 A.M. for tLe purpose of discus-
eing Mr. Schaefer's and kr. Keily’s recommendations.

au

There being n0 further business vefore the meet-
ing, the same was, upon motion duly made and seconded,

ad journed.

>

Edwar . Rartvery
Acting Secretery.

¥

MINUTES OF“ THS REGULAR MEETING CF THE ZYSCUTIVE

_ COMMITTS2 OF UNITZD ARTISTS CORPORATION HELD AT
THS OFFICES OF THZ CORPORATION #729 SEVENTH
AVENUE, NEW YORK CITY ON THEI3th DAY OF
JANUARY, 1938.

The reguler meeting of the Sxecutive Committec
of the United Artists Corporation was seld on the iSth dsy
of January, 1938, at ten o'clock in the forenocone at the
offices of the corporation, #729 SIVENTH AVINUS, New York City.

ys

There were present:

George J. Schaefer
Dennis F. O'Brien
s James 4. Mulvey
Charles Sehwartz
Edward C. Raftery

constituting ell the. members of the “xecutive Committee.

. eS
There were also present: : ;
Arthur ¥. Kelly, — President
Harry D. Buekley, Viee President
Harry J. Muller Treasurer
Emanuel Silverstone, {London Film Produc-

tions, Ltd.)
Mr. George J. Schaefer acted as Chairman of the
meeting and Mr. Sdward C. Raftery acted as Secretary.

Mr. Raftery reported that a copy of the minutes
of the meeting held January 5, 1956, had been sent to the
parties in interest, and it was moved, seconded ani unanimously
adopted that the minutes of the previous meeting be approved.

Mr. Schaefer brought before the Committee the juestion
of expense of operation of the Domestic Distribution Depertment and
a long discussion was had concerning number of employees in the =
sales.force, seleries, advertising force, cost of advertising, ani
other expenses incident to the operation. Mr. Kelly likewise

_ discussed she expense of cperation of tge Foreign Department
and the Foreign ixchanze.

2 after careful thought and Geliberation and wensril
discussion, it was the unanimous opinion of the “Executive
Jommittee that Mr. Schaefer an@ Mr. Kelly,.as heads of their
respective departvents, should co to the Coast end appesur
before the Soard of Directors and cive the Directors e first-hand
direct picture of the expense of cperation of each of their
respective “epartments, aS well as a full and complete statenent
of what economies, if any, could be effected without directly
effecting the efficiency of the organization.

Mr. Buckley reported that the corporation would have
to “gdvance, between now and the latter part of Merch, between
v475,900 and 2500,000 for. Technicolor prints needed for the
following vhotoplays, in the amounts set after the rane of
each: respective photoplay:

GULDWIN FOLLIES « « « “es 30. ae. Ofit Jen. 14 $111, 293.
Additional 504-60 dey ; period Jan. 14 to 9

Total vas ee

Totel ¢ , e

‘FO SAWYeR . ee. *-* 50% deposit Sinks 21 61,592.

Aaditionel 30%=60 oe period Jane “7 to
Gar. 592.
Totel ores Tee

DAVORCE CF LADY Xs. es we 2 « SOS deposit Jen. 21 47,777.
<ddtadaonk 505-50 dey period Jan. 21 to

a Mer. 21 hts 777.
>= tal : -z °

' -_
A: Grand total... - 6452, 724.

Mr. Buckley further stated that these figures wore
ecproximate, but were as near accurate as céuld possibly be
computed at the present tine. +

" it was moved, seconded and unaninoity adopted thet
kr. Buckley proceed to orger end pay for the prints. —

lr. Raftery eaked appreval of bill of S2me7s vessel.
fron the ‘ieys Special Legel Fund, a8 well as epproval of *360.,
representinc United Artists glare for maintaining the Special
Lezal Stafr of the Heys Orgenization.

— There beinre-no further business before the meeting,
the same was on motion, duly made and seeunded, ed journed.

STATE OF CALIFORNIA,
ss.
COUNTY OF LOS ANGELES.

LOYD WRIGHT, being by me first duly sworn,
deposes and says:

i That he is a resident of the County of Los
angeles, State of California, and is an. officer of UNITED
ARTISTS CORPORATION, a Delaware corporation, to-wit, the
Secretary of said corporation.

That acting in his capacity as Secretary of said -
corporation and pursuant to its By-Laws, yoursaffiant did, g
on January 12th, 1938, send a notice of the time and place
of a special meeting of the stockholders of said corporation, |
said special meeting having been called for Monday, January
17th, 1938, at the hour of 3:30 o'clock P. M., at 202 North
Canon Drive, Beverly Hills, California; that said notice
was sent by telegram as required by the By-Laws of said cor-
poration, and that true copies of said notice are hereunto
annexed to this affidayit.

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SUBSCRIBED AND SWORN TO
before me thts 12th day
of January, 19 3 8.

Nota blic in and for
said Younty and State. =

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“Please send attached message STRAIGHT TELPGRAM to those in the
United States, and deferred to those in England:

The Pickford Corporation, 1041 Toren Fo Formosa’ Ave., Hollywood, Calif we
__ The Elton Co: —— ormosa Ave., ie1iywood, Calif; © . aay
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Formosa Ave., Hollywood t THOM
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Please take notice that @ special meeting of the stocknetiewe of
ted Artists Corporation is hereby called pursuant to direction given

the President, to be held om Monday, Jammary 17th, 1938, at the hour
of £180 ociock P. M., at 202 Worth Canon Prive, Beverly Hills, Celifor-
nia, for the purpose of eonsidering the request of Mr. Korda, contracts -
tee new poets? end any further business that may properly come er

2 United Artists Corporation,

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MINUTES OF SPECIAL MEETING OF THE STOCKHOLDERS
OF
UNITED ARTISTS CORPORATION.

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The stockholders of United Artists Corporation
met in special session on Monday, January 17th, 1928, at
the hour of 3:30 o'clock in the afternoon, at 202 North
Canon Drive, Beverly Hills, California, pursuant-to notice
given by the Secretary as ordered by the President, and in
accordance with the By-Laws. =

Upon roll call it was ascertained that the follow-
ing stockholders were present in person or by proxy, to-
wits

The Elton Corporation, by C. E. Ericksen, proxy;

The Pickford Corporation, by N. A. McKay, proxy;

Samuel Goldwyn, by D. E. Rose, proxy;
Charles Chaplin, byte. Rk. H. Giannini, proxy.

There were also wettat Mr. Douglas Fairbanks,
Mr. Edwin J. Loeb, Mr. Maurice Benjamin, Mr. Thomas L.
Walker, Mr. Leo F. Samuels, and Mr. Loyd Wright, the Secre-
tary.

The Secretary presented the call which was examined
and found regular, and ordered to be attached in the mimte

‘ile

—

book next succeeding these minutes.

The Secretary presented to the meeting the resig-
nation of Miss Mary Pickford as a Director, and the nomina-
tion of Mr. N. A. McKay as a Director to succeed her.

On motion of D.”E. Rose, seconded by C. E. Ericksen,
the following-resolution was unanimously adopted:
RESOLVED, that the resignation of Miss Mary
Pickford as a Director of the corporation be,
and the same is hereby accepted, effective
immediately; and,

Be it further,
RESOLVED, that Mr. N. A. McKay be, and he is
hereby elected a Director of the corporation to
fill the vacancy created by the resignation of
Miss Pickford. ;

rad °
The Secretary then presented to the meeting the
resignation of Mr. Neil S. McCarthy as a Director of the
corporation.

On motion of D. E. Fose, seconded by N. A. McKay,
the follgwing resolution was unanimously adopted:

RESOLVED, that the resignation of Mr. Neil S&S.

McCarthy as a Director of this corporation be,

and the same is hereby accepted, effective im-

mediately; and,

Be it further,

RESOLVED, that Mr. C. E. Ericksen be, and he is

hereby elected a Director of the corporation to

fill the vacancy created by the resignation of
Mr a McCarthy.

-2.

At this point Mr..Mendel Silberberg joined the
meeting and presented a proxy from Mr. Alexander Korda.
The proxy was examined and found regular, whereupon the
President announced that all stockholders were present by
proxy.

The minutes of the meeting of December 27th, 1937,
were read. Mr. Maurice Benjamin called attention to the
fact that the recitals inthe mimutes in reference to Mr.
Alexander Korda's request were insufficient and should show
that Mr. Korda's request was conditioned upon a five year
contract; and that as to the recitals relative to Mr. Goldwyn,
these should be corrected to show that Mr. Goldwyn was agreeable
to the Korda-London Films contract being amended, provided his con-
tract was also amended to oneal him to make pictures for
distribution by some other corporation, and to provide thet if
in any year Mr. Goldwyn delivered pictures for distritmtion
through any other distributor, he would also deliver three
photoplays during that year for distribution through United
Artists, and provided further that if Mr. Korda in any year
failed to deliver three photoplays for United Artists distri-
bution and delivered photoplays for distribution through some
other corporation, or had any financial interest in or rendered
services in connection with photoplays distributed through
another distributor, then Mr. Goldwyn and his company would
be completely released of their contract with United Artists

Corporation. “

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As corrected in this particular, the minutes were
unanimously approved as read. \ .

The President then read to the meeting cables re-
ceived from Mr. Korda and London Films, reiterating the
request made to him personally, that the Korda contract be
amended by extending the period in which he is obligated to
pay for the stock of this corporation by one year. There
was considerable discussion of the Korda situation. Wo
formal action was taken however, pending Mr. Silberbérg's
communicating with Mr. Korda.

The President then presented to the meeting a
letter from Mr. Edward Small asking for a distribution con-
tract with this corporation. Mr. Rose stated that he had .
received @ communication from Mr. Goldwyn, asking that the
matter be deferred until Mr. Goldwyn's return on February
4th. However, the President announced that Mr. Small was
anxious to get started in production and that he hed been
pressing him for ihmediate action.

It was moved by Mr. N. A. McKay, seconded by Mr.

C. EB. Ericksen, and carried as follows:
RESOLVED, that this corporation grant a dis-
tributing franchise to Mr. Edward Small and
Edward Small Productions to be organized by him,
upon similar terms as those contained in the
distribution contracts of this corporation, to
~& period of three years, with a
definite requirement of two pictures a year
minimum, and a maximum of six pictures a year,
and to contain such other clauses, provisions
and conditions as counsel for the corporation
may deem necessary and ~ srarigencte provided, how-

ever, that the said contract 1 not contain
the so-called favored nation clause.

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the aatter was put to a vote and all of the
stockholders and Dr. A. H. Giannini, voted in the
affirmative except proxy D. E. Rose, who did not vote.

The President thereupon stated that the resolu-
tion had carried.
y The President presented a communication from Mr.
Speaks relative to a photoplay to be produced entitled
"LITTLE ORPHAN ANNIE*®. However, no formal action was

taken on the matter.

There being no further business to be nted,
the meeting adjourned. ‘ —— 4

President.

Attest:

er.etar y.

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KNOW ALL WEN BY THESES PRESENTS, That THE ELTON CORPORATION .

a corporation duly organized and existing under the laws of

the State of ‘Galtier; by its duly authorized officer, and pur-

suant to a resolution of its Board of Directors, does hereby con-

stitute and appoint CLARENCE E. ERICKSEN, its lewful ettorney, sub-

stitute end proxy for THE ELTON CORPORATION, wk a ite name, to

"vote upon all the stock held by it fim the United Artists Corpora-
tiom at any special or annual meeting of the stockholders of said :
corporation, and any respective adjourned meetings thereof, eas
fully and to ae” seme effect as f the corporation, or any officey, ae
of the osepaibiem could do were the 9: ara personally represent-
ed at said meetings ae Tc : “ ;

IN WITNESS WHERE@F, THE ELTON CORPORATION has caused this instrument.

tae athe

to be executed by its duly authorized officer and its corporate seal Fs ts

Ss hereunto affixed this 13th wn sine ————————

a - A a te en gem -

Ti ELTON coRrORs?ION™

ATTESTs

WESTE RN
_ UNION

cma aovnen a0 Suns magia a
pra in the date date tine on telegrams and won and day letters ie STANDARD TIME at point of origin. ot of origin, Time of. oie

Received at Main Office, 608-610 South Spring St., Los Angeles, Calif. “5; Ss a Pa eae
2 Fas. (19 XC=CARMEL CALIF 15.230P
"LLOYD WRIGHT=

SECY UNITED ARTISTS CORPN BOARD oF TRADE salted

HERESY APPOINT DR GIANNINI AS. MY PROXY FOR THE STOCKHOLDERS.
MEETING JAW 17 1938 AND -ANY ADJOURNMENT THEREOF =
‘ CHARLES CHAPLIN.

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202 NORTH CANON ORIVE
BEVERLY MILLS,;CALIFORNIA

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January 15th»
19 38

Dre Ae He Giannini
Chairman of the Board
United Artists Corporation
Beverly Hills, California

“ear Dector:

I hereby resign asa Director of the
zi United Artists Corporatién, such resignation to

MARY PICKFORO
CHARLIE CHAPLIN
POUGLAS FAIRBANKS
SAMUEL GOLOWYN
ALEXANDER KORGA

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take effect immediately, and request the stockholders

to appoint in my place, Mr. Ne &. McKay.

—

Yours wery sincerely,

WARY, PICKYORD S|

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Los Anyreles, California

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ae January 17, 1938

Board of Directors, *
United Artists Corporation,
Los Angeles, California. 8 wa

Gentlemen:

I hereby resign as a Diréctor of United Artists
Serporation., said resicnation to become effective im-

mediately.

WITKESS:

UNITED ARTISTS CORPORATION
: BS
PREQAY

KNOW ALL M£N BY* THESE PRESENTS, that the under-
signed stockholder of UNITED ARTISTS CORPORATION, a Delaware
Corporation (hereinafter called the "Corporation), hereby
irrevocably constitutes and appoints CHARLES SCHWARTZ and
MENDEL B. SILBERDERG, or either of them (with full power to
act without the other), the attorneys snd proxies of the
undersigned, with full power of substitution, for and in
the name, piace and stead of the undersigned, to vote upon,
consent or otherwise act with respect to all of the shares
of stock standing in the nem f the undersigned, at eny
and all regular and special @fetings of stockholders of
the Corporation and at any and all other meetings at which
the undersigned has the right to vote, wherever and shen-
ever scheduled to be held, and at any adjournment or
adjournments thereof, with all the powers the undersigned
would possess if personally present at such respective
meetings; and especially, but without ligsiting the general
authorization and power hereby given, the undersigned
authorizes and directs them and each of them to vote at
such respective meetings of stockholders: (a) for the elec-
tion of directors; {b) on the matter of approving, ratify-
ing, and confirming all the acts and proceedings of the
Board of Directors, Executive Committee and officers of
the Corporatfon; (c) upon amendments to the Certificete
of Incorporation and By-Laws of the Corporation; (d) upon
contracts thet may be submitted for consideration and
approvals (¢) upon such other and further matters in ;
connection with or .or the purpose of effecting the fore-
oe as may properly come before such respective meetings
and (f) upen such other a.i further business as may properly
come before such respectin: meetings; giving unto said
attorneys and proxies and each of thom and their or his
substitutes or substitute, full power and authority to do
every act whatsoever necessary. or proper to be done in or
upon any and all matters which may come before such -
respective meetings, or any adjournment or adjournments
thereof, with the same effect as if such act or acts were
done by the undersigned in person, hereby ratifying and
confirming all that said attorneys and proxies, or either
‘f them or their or his substitutes or substitute shall do

cause to be done by virtue hereof, and hereby revoking
any proxy or proxies heretofore given by the undersigned
to any person or persons *homsoever.

This proxy shall continve in full force and
effect for one (1) Beer from the date hereof.

LN WITNESS WHEKGOF, the undersigned stockholder
has executed this proxy this 4 day of Janucry, 1938.

elaine Na Ga! iy ps

cVecmseeeberanadapanseoee (keBe)

In presence of:

STATE OF CALIFORSIA,

- ss.
COUNTY OF LOS ANGELES.

LOYD WRIGHT, being by me first duly sworn, deposes
and says:

That he is a resident of the County of Los Angeles,
State of Californie, and is an officer of UNITED ARTISTS
CORPORATION, a Delaware corporation, to-wit, the Secretary
of said corporation.

That acting in his capacity as Secretary of said
corporation and pursuant to its By-Laws, your affiant did,
on January lfth, 1938, send a notice of the time and place
of a special meeting of the Board of Directors of said ‘cor-
poration, said special meeting having been called for Monday,
January 17th, 1938, at the hour of 4:00 o'clock in the after-
noon, at 202 North Canon Drive, Beverly Hills, California;
that said notice was sent by telegram as required by the
By-Laws of may 6 corporation, and that true copies of said
notice are hereunto annexed to this affidavit.

SUBSCRIBED AND SWORN TO
before me this 12th day
of January, 13S 2 8.

saic County and State.

WESTERN [=]
UNION

* 2. Ah hy Pm ners pone 4G we.eves
nese woe cece cent

Sed th filing ig mite terse bc Malidaldiigtenstic’” 9 MEN al Ren aa ¥
Los — California |

| Jemuary 12th, 1938.
TO WESTERN UNION: .

"Pleese Wend the attached message STRAIGHT TELEGRAY to those in the United
States, and Geferred to those in England:

>

TpiSehaster, fo United Artists, 729 Seventh Ave., New York; :

» New ew York, BR. Y¥-~
e/o Mr. Charles Schwartz, 1450 Broadway Yorks”
boek er MatlaIags Bee SS ee
i ie Prtag 1 *, Los es, Calif;
a Soon “8 shy ela gg Rome York ;

E. Bose, . . * * :

oat te Logs ' ps ae Wright.

THE QUICKEST, SUREST AND SAFEST WAY TO SEND MONEY ts BY TELEGRAPH OR CABLE

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Los Angeles, California
January’ 12th, 1938."
*Fiease ce that a $s
of Uni conden

pecial meeting of the Board of Direetors
sts Corporation is here
given by the President, to he held

cee, ee tae direetion
Panag,
the hour of 4:00 o'clock P. Hey at nee Sera %

eset oie a

United artists Corporation,

By Loyd Wright, Secretary.

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THE QUICKEST, SUREST AND SAFEST WAY TO SEND MONEY IS BY TELEGRAP# OR CABLE

gen OF SPECTAL ‘MEETING QF THE BOARD OF
DIRECTO S OF UNITED ARTISTS CORPORATION.

The Board of Directors of United Artists Corpora-
tion met in special session on Monday, Jamuary 17th, 1938,
immediately following the special meeting of the stock-
holders, to-wit, at 5:00 o'clock P. M., at 202 North Canon
Drive, Beverly Hills, California, pursuant to notice given
by the Secretary as ordered by the President, and in accord-
ance. with the By-Laws. :

Dr. Giannini assumed the chair and upon roll call
it was found that the following Directors were present:

Dr. A. H. Giamini, Mr. N. A. McSay,

Mr. C. E. Ericksen, Mr. D. EB. Rose.

There were also present the following: Mr. Douglas
Fairbanks, Mr. Mendel Silberberg, Mr. Edwin J. Loeb, Mr.
Thomas L. Walker, Mr.“ieo F. Samue}s and Mr. Loyd Wright,
Secretary of the corporation. Sie

The Secretary presented the call which was found
regular, and a quorum being present the chairman announced
that the meeting was competent to proceed.

The chairman announced that the purpose of the

meeting was to consjgier the loaning of money to Walter Wanger
s

a

Ne Sree TT hey eae ee eo

Productions, Incorporated. Mr. Walker outlined the
negotiations that had been carried on and stated that

the Bank had agreed to make the advances reguested so

that with the moneys loaned by this company and the

moneys to be loaned by the Bank, the Walter Wanger Pro-
ductions, Incorporated, would have sufficient finances

with which to make the three photoplays contemplated.

The chairman reminded the Board that the matter had been
the subject of discussion among the owners for some weeks
last past, and it was necessary that prompt action be taken.
Mr. Rose had requested that the matter await Mr. Goldwyn's
return, but the President stated that Mr. Wanger was press-
ing the matter stating his company could not wait because
of comiiitments outstanding.

It was moved by Director UcKay, seconded by ne

Director C. E. Ericksen, as follows:

RESOLVED, that this corporation loan to the
Walter Wanger Productions, Incorporated, the

sum of not to exceed $500,000.00, said funds

to be used in the production of the photoplays,
"RIVER IS BLUE", "THE ILLUSIONIST® and "PERSONAL
HISTORY", provided that the Bank of America
Shall have given a commitment to also loan the
said Walter Wanger Productions, Incorporated,
the sum of $1,230,000.00;

Beit further,

RESOLVED, that a condition precedent to the loan
being made by this corporation to the said Walter
Wanger Productions, Incorporated, shall be that
the Board of Directors of Walter Wanger Pro-
ductions, Incorporated, shall approve the budgets

a

of said contemplated photoplays, that no

changes in said budget shall be made without

the consent of the Board of Directors of

said Walter Wanger Productions, Incorporated,

and further, that this corporation receive a

Chattel Mortgage, Pledge and Security Agreement

subordinate only to the lien of the Bank of

America and Consolidated Film Industries, Inc.,

for moneys previously loaned by either or both

of said corporations, as well as subordinate to

the additional moneys agreed to be loaned by

said-Bank of America hereinbefore in these
resolutions referred to.

All Directors voted in the affirmative except
Director D. E. Rose who requested that he be recorded as
not voting.

The question of the closing of foreign terri-
tories which were losing money was brought up for dis-—
cussion, and the chairman of the Board stated that the
matter was being investigated and handled.

There was abso presented to the meeting the -
matter of the report rendered to the Executive Committee
by Mr. George Schaefer and Mr. Arthur Kelley bglative to
giving effect to certain proposed economies, and without |
formal action being taken it was the sense of the Board
that the Chairman should obtain the reports from Mr. Schaefer
and Mr. Kelley for the purpose of submitting the same to a

.*

subsequent meeting of the Board of Directors.
There being no further business, the meetzfe ad—

journed.

resident.

SINU?ES OF TH: REGULAR oO CETING <F THE BXECUTIVS sola TT EK
OF UNITED ARTISTS CORPORATION Hi! r Th 7FICES CP THE
GORPGORATION #729 SZVANTH AVANUE. NEY Yo

<“- — O O OE Oe we we eee

—

« regular meeting of the Sxecutive Comaittee of the

United artists Corpo -@th day of vabrauary ,.——

Ta y “bt eleven o"’clock in the forenoon, at the offices of the
Corporation, $729 seventh Avenue, New York city.

Ther were xwesent:

George J. Schaefer .
benmis F. C'Brien &
Janes iulvey
Charles Schvartz | a
Rdwerc Cc. Keftory, - '

constituting ell the members of the ixecutive Jonnittee.

Thare were also noresent:

arthur §. Kelly, Vtee President
? Harry 0. Buckley, Vice "resident x
o erry J. Muller’, Treasurer
manuel Silverstone, (london Film *rodue-

ir. George J. chaefer acted ac “hairzan of the neet-

ing and Ovard Co. Haftery -8to2 as jecretary.

7 ‘ r ~
.
i Se hae 7

—

scene ae "ar. Kaftery reported that a sooy of the ainutes of
the weeting held on January 15, 1988, hae Lsen sent 4¢ the parties
in interest, «nd it was ved, seconced anc unanimously acontel
thet the minutes of the previ ous meeting be aporoved,

. “Fe ©*Grien revorted thet he hat attendea® the neeting
of the Law Comittee of tne Maye Organization on the preceding
Thursday, Yebruery 3%, which wes in session Curing the m@tire sfter-
noon considering -roncosed Hoards of Conetiiation and Review @ th
local’ bourde in esch of the xXcaenge centers an¢ ippeal Board
leeated in the City of sew York. “i'r. *"Srien stuted thet he was
Opposed in orin-iple te the proposed Soerda and had so ex ssed
hicself at the meeting. It wes the coniensug of the ¢ ttee
thet nothing ehould be done by tho United arti ste corporation in
the creation and vartiecinpation of “my euch boards. The matter
was therefore tabled, as

Mee Kelly read to the ueeting a proodsed letter
to be sent to each Yoreign “eneger regarding the Foreign
Film Board of Trade. I was movec, seconded and unanimously
adopted thet “r. Felly execute the letter and send 4t to
each of the Foreign \anagers with the exceptionof argentine.

r. Buckley presented to the meeting a detailed
budget of the cost of operating the Jopyright “rotection
Bureau, United .rtists Vor oration's participation amounting

to app oximately $84,090 -er week. Yarious sembera of the
Comittee expressed their aporoval of work being cone by the
Covyright protection Bur@au. The budget was unanimously ap-
proved.

. Sr. Buekiey reported regarding the budget of the New
York Film Soard of "rade for the year 1956, Wich was fixed
at $27,900 ted Artists Corporation's participatior being
fixed at @ . per month. It was move¢, seconded end unan-
tmously edopted that the participation of United artists Cor-
porstion at this ie be aporoved,

Mr. Buckley also réported regording the fact that
the annual preuium on the Joseph . “chenck insuranes was due
and payable. It wes the consensus of the meeting that the
previous directions of the Hoard of Direstore must be followed,
that is, cey the premium until otpjerwise notified by the
Board. Ur. Buckley wae instrueteWto fernish Or. Giannini
with a full report regarding #2 present statue of thts tn
surance,

=. Buckley asked apsroval of the folloring loens,
bd be paic st the rate and in the uwenner set forth after each
oan: ' mes :

COLESte LOVFeccccceccssss $50. to be paid at the rate of 23.

Robert. 3ildersicave.. ... 25. %* “ * tte pens of 2.5
weekly

Helen Honehan.......+-ceetlhd. " " the rate of 750
weekly

tie ebove*loang were ascrevedc. ~
s
ae
Mr. Buckiey asked for suthority to retain Sampson
Theehan, vustous Sroaers, at winnipeg, “enitoba. Approval wa
given. :

Er. Muller reported:

1. United artists Corsorntion received fron of
aneries, Maetionel Trust and omvings Assoc. a Supplemental ‘vort-
gage, Pledge end “security agreenent bet~een Selaniek Interna-
tional and the bank tnereasing the assignment on PRISONER OF
Zee from {1,990,900 to $1,190,900. There was also received

- So

a Fourth Supplemental ‘ortgesge, Pledge and Security «gree-
ment dated January 2lst, 1956 between “ALT DISHEY PRODIC-
TIONS, LTD. and tie: bank, which incredses the assicnrent

“SH tre c-eney-pictures by £220,990. after sp @ oval of

eounsel, the Distributor’s acceptances “tre sicted.

2, we received from Logon the following notices
‘of Irrevocatle iuthority and istters of Aequest:

on Trefelcar *ilm Productions, itd. dated ‘ay 28th,
1977 t> pay to Aldgate Trustees, ta producer's share
of revenue on OR.) ING LIPc. Letter of Kequest ftou
Aldgete Trustees, Ltd. datec “ay BSth, 1927 to cay such
money to ‘estminster Bank, Ltd.

Fron Lon’ow Pilm “rodyetions, itd and seuhen agg | «ala

dated Sec, 17, 19237 to pay to Denhex Securities, 't¢.

the cro¢veer’se share of revenue on "HS SHALLZHGZ. Letter

3f-recuest fron venham sec mities, Lic, datec osc. is
1g57 vo pay Seek soneg to~ Bank of amcrigs.

Fron Lo® on Fila “roduetions, itd. end Seckam Filas, .ité.

dated Des. 17, 1927 to ony to Jetham Weeyrities, ita.

the oroduesr’s shere of fevenus o1 OF A Tis NOON, Letter
of Revuect from Jennaa securities, Ltd. deted Dec. 17th

to pey such momey to Lloyds Benk, i%c.

Upon «onrovel by gounsel, Aeknowledgouents of thece papers
were signec.

*, ‘Currency restrictions in Jepanpheve ceused 3
our Yen to accwulete to Yen 200,000. The ount in which
this max wos devositeé wes rithdrasable by en¥ two of the
following:

ai lowe, -mager F
*. F. éda Silvs, Accountant

: ¢

Verolé Sell, Taylor,Bird and Company, Auditors

On Janury 25th, 1935 United Artists corporetion rejuested
Nationel City Sauk to @ ble its branch in Tokyo to transfer

to a aceciel 4evosit eessunt, subject only to “ew York signe-
tures, 411 sums in exeess of 15,000 Ten. * ia order to get the

benefit of an interest rate of 1.925%, it ws2 necessary to
deposit thie sus subject to 350 <ays notice of vithdreral.

4. In January 25th, United Artiste Cor eration ad-—

venced to Jalter senger “roductions, Iacorporated ¢ .

waieh ineresses the tote) sévanee under the Cetober » 1957

arrasgevent to £140,900.
rs ae Qn fomuery 21,1996 there wes signed in cali-

sige Bae, —

fornia, a \ortengs, Plecze am security Agreement under ePich

we agree to sdvance to Yalter jenger “roducticogs, Tac mor te,

an acditional $500,000. In order to heave thi¢ money hig aa
Uniteé artists Corcoretion borroved: $209,009 froi_thetr_ Bi
lish subsidiary. RET

= January 26th 7100,990 sac paid out om seecunt of
this nes arran ir — nee -

a

i 5. The Indian Governsent hasehaern claiming Income
Taxes again: t producers’ sheré of [fie rentel. United artists
“Corporation therefore withheld all Indian peyrents from 3:t-
side produsers, inclacing 29th Century-Fox. 20¢h Ceutury-

You Gisius tt is not liable to sash Incoue Tax and thet any
such iiebility i: eclely Unitec artists’. They ask that United

"Artists pay then 2:1 aecunulsted producer's simre. Besed
BpOR oroiuction cost ficurer anc tue crescent rate of tax *
we do not believe tint 20th Century-Fox tax will exesed £1000,
ana br. Leiay Pecooesmis thet Unitec artists corporetion
withhoid 25,000 ts be rT eofe side an¢ pay the belences.

6. Ss. wilier ‘nail authority *. sell #A7,909,>
United tates Treasury 1-2/"ths, ~>ich sature June, 1941.
They wers db» aght et 100-29/52 end are now selling at 1°1-6/22.

Approval‘ was s> Riven. Fe
fits sereererey in BOE : 3
7. Mee Maller Pe vcort thet + on arrangement
made with Eritieh and Sonté-entat-te¥iing 3 ny, United artists

Corgration and ‘©. Aossini of Rome, Ttely, wede a plication
to transfer 50,999 iire. The authoritier 414 not look with
favor upon this @oplicetion anc at tre re:sest of ir. Kossini,
United artiste’ rapresentative ais pwaie? negotietions to ob-
tein the perait.

Smit Uf gmelly aade.a full revort rece ne rv. Tait,
who hat beezActi ne Trersarsr of the company’s branch in’
the aFge ting; that -r. Teit hed teyderec his resignation
orelly; thet i. welly hed disomtghed -r. Goulé into the
territory t> ctraighten out the si tution. eat

Mr. Zeliy siso reports? rerardine rr. Guy organ's FE
allegec wertic! oution in sutsice activities, mc stated that
ie. Sa4ic hac Seen instruste* ts investigate the <ntter.>

iy. se@lily also revorted ibet the oniéouks of_in-
fantile perslysis im Aastralia hec sos apres to Adelaide.

ir. Telly also reported thet a lew had been passed >
in Cubg, * uich roquireé the eleetion of en attorasy as am offie-
cer of the Company. Dr. Casuso was elected to this offiee, te ~
serve as Sseoretary and Soussel for the agreed ompeneInses of .

____. $30. per sonth,

eee

—_—

—s a es
~
.
™~
— *
; ® =
‘ a «
> +
-5-
mee
*
-~F

ur. Xelky also made a detailed report rearrting
the istter wiich se had sent to Ur. Giannini analyzing the
cost of overstim@m -his Gavision, end the economies that
might Bé° Dut in in conn-eticn with sich operation. Fr.
etiy stated tost he was forrerding to each sesber of the ~
“xecutive vVomuittee A woe of thic report for their study. -

or. Sehaefer sede « resort of the letter ehicn he ~~
“hed sent to Ur. Giannini on the sane subject, ss vell as a
copy of the full report that te hed orapared, with “rT. 2

Mutter; regerdinz . the cost of operating the Atnestic ex-
change.

‘py. Sehaefer also tiace « detein report regerting
th bustneses being done domestically.

There veins no further oisiness defare the neet-"
ing, the-sene a2 upoti motion 64l7 sade nmi asconded, ad--
“ta

PI - an ‘

-~

MINUTES OF SPECIAL MEETING OF THE STOCKHOLDERS
OF |
G ages ~

UNITED ARTISTS CORPORATION..

The stockholders of United Artists Corporation
met in special session on Friday, February 25th, 1938,
at the hour of 3:00 o'clock in the afternoon, at 202
North Canen Drive, Beverly Hills, California, pursuant
to notice PeMen by the Secretary as ordered by the Presi-
dent, and in accordance with the By-Laws.

a Upon roll call it was ascertained that the follow-
ing stockholders were present by proxy:

- The Pickford Corporation, by N. A. McKay, proxy;
Samuel Goldwyn, by D. E. Rose, proxy;
The Elton Corporation, by C. E. Ericksen, proxy};
Charles Chaplin, by Dr. A. H. Giannfni, proxy.

There were also present in addition to the Presi-
dent of the corporation, Dr. A. H. Giannini, the follow-
ing: Mr. Joseph Loeb, Mr. Sutro of England, Mr. Mendel
gilberbere, Mr. Charles E. Millikan, Mr. Thomas L. Walker,
Mr. Leo F. Samuels, and Mr. Loyd Wright, the secretary.

The President called the meeting to order and
stated that & quorum was present. The Secretary pre-
sented the call which was examined and found regular,
and ordered attached in the minute book next succeeding
these minutes.

Upon motion made, seconded and unanimously carried,
the reading of the minutes of the previous meeting was waiv-
ed.

The attorneys presented to the meeting the proposed
agreement to be entered into between Alexander Kose, London
Film Productions Limited and this corporation, to be con-
sented to by Samuel Goldwyn. After certain changes were
made ang discussion was had, it was moved, seconded and

unanimously carried as follows:

._— : ~

RESOLVED, that when consented to in writing -
* by Samuel Goldwyn, Inc., and Samel Goldwyn,
and signed by Alexander Korda and London Film
Productions Limited, the President and Secre-
tary of this corporatiom are hereby authorized
to execute for and on behalf of the curporation,.
that certain agreement dated February 2sth, 1928,
providing for extension of the due date of -
ment for capital stock of this corporation
Alexander Korda, all as in said agreement set
forth.

Be it Purther,

RESOLVED, that a copy of said agreement be at-
tached in the mimute book next succeeding the
minutes of the Board of Directors meeting im-
mediately following this stockholders meeting.

There being no further business, reine ad

journed. : Me
co i oO eS:
e ent. 3

Attest:

STATE OF CALEFORNIA,
COUNTY OF LOS ANGELES.

LOYD WRIGHT, being by me first duly sworn, de-
poses and says: = "

That he is a resident of the County of Los ;
Angeles, State of California, and is an officer of
UNITED ARTISTS CORPORATION, a Delaware corporation, to-
wit, the Secretary of said corporation.

That acting in his capacity as Secretary of
said corporation and pursuant to its By-Laws, your affiant
did, on February 18th, 1938, send a notice of the time and
place of a special meeting of the stockholders of said cor-
poration, said special meeting having been called for
Friday, February 25th, 1938, at the hour of 3:00 o'clock
P. M., at 202 North Canon Drive, Beverly Hills, California;
‘that said notice was sent by telegram as required by the
By-Laws of said corpordtion, and that true copies of said
notice are hereunto annexed to this affidavit.

SUBSCRIBED AND SWORN TO
BEFORE ME THIS 18th day
of February, 1 9 3 8.

= as es
Ot. Pd -
Notary Public if end for

Public
said unty and State.

, oa? eae shtiatels tiniacabash hina, tihich ais lial tgieed te

SS Mem te

+ DS

; 7 : = ) Los Angetes California, ... be rs
| Pebriacy ide isa. ost

ee 92) Western Unions

| Please send attached message tc the following, nightletter to those in
~~~ the United Stetes and deferred cable to the one in Baglane:

a Pickfore Co Ana, 1041 North Formosa Avenue, Holl :
UE Surtes Sas Worth Formosa iAve., Hol Law Calif.
alin, Late North La Brea Ave., beicverds bilaheraias:
lif

; ee s Loyd Wright. .

ey Trade Bldg.

q ya. WESTERN UNION MESSENGERS ARE AVAILABLE FOR THE DELIVERY OF NOTES AND PACKAGES :
GA pete : gt RS

-

| Sadi

: -. bes Angélesy-California, —

E Pebruary 18th, toss: <i

| Please take notiee thet a special meeting of the stockholders of United

| Artists Corporation is hereby called pursuant to direetion given by the
President, to be held on Fridayy February 25th, 1928, at the hour of ES
: $200 ofclock P. Mo, at 202.Mor Ganon Drive, Beveriy Hills, Californisy.
- @ for the purpose of considering the request of Alexander Korda and Lonéon
. ie Files, to amend contract and such other business as may properly..¢@ome-.., ~~
vefore ‘the meeting. ——— ‘

: ie United Artists Corporation, —

* sietemmr te: Saige a

4 : raisers By Loyd Wright, Secretary. |

x : :

ce,

es

Pe

8

Bs

pe ie , ae
“4 WESTERN UNION MESSENGERS ARE AVAILABLE FOR THE DELIVERY OF NOTES AND PACKAGES

2 pry me Taek ue point f Ns
«-FF386 19° XC=CARMEL. éibie sib ieser-
: LLOYD. WRIGHT =SECTY UNITED ARTISTS CORPN

=

: BOARD OF TRADE BLDG LOSA=

|). | HEREBY APPOINT DR GTANNINT AS MY PROXY FOR THE |
2 Beton HOLDERS MEETING 7 FEBRUARY 25 1936 AND ANY ADJOURNMENT
“GHARLES: CHAPLIN.

WESTERN UNION ALONE SERVES 89% OF THE PLACES HAVING TELEGRAPH OFFICES

Gon

: F=DENHAM 28 “25 5 1233P

ge ITER ARTISTS CORPN *
ae arco NORTH CANON DR

ot HOLLYWOOD (CALIF )=

EREBY REQUEST ONE YEAR EXTENSHON OF PAYMENTS FOR OUR

OCK OF SHARES FROM FIRST MARCH 1938 STOP AUTHORISING
ERBERG TO DEAL WITH MATTER=

ALEXANDER KORDA, |

np

a a enn em |
_ The fifing time shown im the date tine on telegrams and day letters is STANDARD TIME at point of origin. Time of receipt &s STANDARD TIME at poitit of destination.

Received at 9486 Santa Monica Bivd., Beverly Hills, Calif. :

ld \¥? fo -s semenia

THE QUICKEST, SUREST AND SAFEST WAY TO SEND MONEY IS BY TELEGRAPH OR CABLE a

MINUTES OF SPECIAL MEETING OF THE BOARD OF
DIRECTORS OF UNITED ARTISTS CORPORATION.

oe

The Board of Directors of United Artists Corpora-
tion met in special session on Friday, February 25th, 1938,
immediately following the special meeting of the stock-
holder, to-wit, at 3:20 otclock P. M., at 202 Worth Canon
Drive, Beverly Hills, California, pursuant to notice given
by the Secretary as ordered by the President, and in accord-
ance with the By-Laws.

Dr. Giannini assumed the chair and upon roll call
it was ascertained that the following Directors were present:

Dr. A. EZ. Giannini, Mr. N. A. McKay,
Mr. C. E. Eritksen, Mr. D. E. Rose.

There were also present the following: Mr. Joseph
Loeb, Mr. Sutro of England, Mr. Mendel Silberberg, Mr. Charles
E. Millikan, Mr. Thomas L. Walker, Mr. Leo F. Samuels, and Mr.
Loyd Wright, secretary of the corporation.

The Secretary presented the call which was found
regular, and a quorum being present the Chairman announced

that the meeting was competent to proceed.

alin

Upon motion made, seconded and unanimously carried,
the reading of the minutes of the previous meeting was waiv-
ed.

The. Chairman announced that the purpuse of the meet-
ing’ was to consider the execution of the contract which had
been the subject of discussion at the stockholders meeting
just preceding this meeting. He explained that the attorneys
had prepared a contract for signature between this corporation,
Alexander Korda, London Film Productions Limited, and consent
to the same by Samuel Goldwyn, Inc., and Samuel Goldwyn per-
gomally. 3

Upon motion made, seconded and unanimously carried,
it was,

RESOLVED, that afte> Samuel Goldwyn, Inc., and

Samuel Goldwyn have conmsented thereto in writing,

and after Alexander Korda and London Film Pro-

ductions Limited have executed said contract,

that the same be executed for and on behalf of
thiscorporation by the President and Secretary of

_this corporation. :
Be 1t Further,
RESOLVED, “that a copy of said contract be attached

in the minute book next succeeding the minutes of
this meeting.

The Secretary presented to the meeting the necessity
of designating some one on behalf of the corporation to con-
sent to substitutions of photoplays and an adjustment of budgets

of photoplays to be made by Walter Wanger Productions, Incor-
porated, explaining that the necessity therefor was due to

the provisions of the resolution and loaning agreement, pursuant

to which this corporation has loaned and agreed to loan the
Walter Wanger Productions, Incorporated, a total of $500,900.00,
which resolution was passed at the meeting of the Board of
Directors on January 17, \1938.

Whereupon, it was moved, seconded and unanimously

carried, as follows:

RESOLVED, that the Chairman of the Board of Directors,
Dr. A. H. Giannini, be and he is hereby designated for
and on behalf of this corporation, and with full
authority,to consent to a change of budgets and/or
_Materials to be used -im-the making of photoplays by
Walter Wanger Productions, Incorporated, which said
photoplays are to be produced with funds loaned to
the said Walter Wanger Productions, Incorporated, by
this corporation pursuant to resolution passed by the
Board of Directors of this corporation under date of

There being no further business, the meeting adjourn-

President.

wt ai.

AMEKDATORY AGREEMENT.
~~ \
s
THIS, AGREEMENT, made in triplicate (each executed
copy to be Megarded as an original for all purposes), and
entered into this 28th day of February, 1958, between

LONDON FILM PRODUCTIONS LIMITED,

incorporated in and according to the laws of England, the
registered office of which is situate at 22 Grosvenor Street,
W. 1, in the County of London, England, (hereinafter referred
to as the "PRODUCER"), Party of the First Part,

ALEXANDER KORDA,

of said 22 Grosvenor Streét, W. 1, Lotidon, Bngtend, (herein-
after referred to as "KORDA"), Party of the Second Part, and

UNITED ARTISTS CORPORATION,

incorporated in and according to the laws of the State of
Delaware, United States of America, the principal office of
which is situate at 729 Seventh Avenue, in the City and
County and State of New York, United States of America,
(hereinafter referred tc as the "DISTRIBUTOR"), Party of the
Third Part:

HLINESSEIH! »

+ Lil

For and in consideration of the payment of One
Dollar ($1.00) in lawful money of the United States by Pro-
ducer and Korda to Distributor and in further consideration
of the mutual covenants and agreements of the parties as here-
inafter set forth, it is hereby agreed as follows:

1. The contract in writing between the parties ™

hereto made and entered into the 2nd day of September, 1955,
as the same may heretofore have been amended by agreements
in writing, shall be and the same is hereby further amended
by substituting the figures "1939" for the figures "1958" in
the third paragraph of subdivision (a) of Article TWENTIETH
on page 30 of said contract dated September 2, 1935, so that
as so amended said provision shall read as follows:

"Such sum of Six Hundred Fifty Thousand
($650,000.00) Dollars shall be paid in U. &.
currency in New York funds on or before March
1, 1939, with interest at the rate of five per
cent (5%) per annum, payable semi-annually."

ty
om
‘

;

;

2. Producer and Korda do hereby jointly and sever-
ally.withdraw, waive, quitclaim, release and forego any claim,
demand, or cause of action that they, or either of them,
may have or could otherwise assert against the Distributor
or any of its stockholders by reason of or based upon any
alleged fraudulent or false representation or any alleged
failure of consideration or by reason of any other matter
or thing whatsoever arising or existing at” the time of
the execution of the ccntract in writing between the par-
ties hereto, dated September 2, 1935, or because of or out
of matters in connection with the execution thereof; ex-
cepting, however, any claims of any other nature which may
have arisen out of any faets arising after the execution
thereof, if any such exist.

if either the Producer or Korda shall hereafter
assert, claim, demand or bring suit against the Distributor
or any of its stockholders for or on account of any claim
or cause of action withdraw, waived, quitclaimed, released
or foregone, as aforesaid, the aforesaid amendment to said
contract, as hereinabove set forth in paragraph 1 hereof,
shall then and thereupon become mull and void and the pro-
visions thereof waived and the said contract dated September
2, 1955, as the same may have heretofore been amended prior
to the amendment herein provided for in paragraph 1 hereof
shall be restored to its original provisions the same as
though the aforesaid amendment herein provided for had not
» been agreed upon, it being the express understanding and
agreement,ofthe parties hereto that the amendment of said
contract as hereinabove in paragraph 1 provided for is upon
the express consideration and conditions provided for in
this paragraph 2; but the waiver, release and quitclaim
hereinabove set forth shall in no way be affected thereby.

3. Neither said contract dated September 2, 1925,
nor the amendment herein provided for, shall be deemed in
any respect to modify the prevs stone of Article VIII of the
By-Laws of United Artists Corporation; and the right to
purchase stock as provided for in Article TWENTIETH of the
aforesaid contract between the parties hereto shall only be
assignable by the Producer and Korda subject to and in ac-
cordance with the terms and conditions of said By-Laws.

4. Except as expressly provided herein, the afore-
said contract dated September 2, 1935, as heretofore amended,
shall remain in full force and effect.

O%

IN WITNESS WHEREOF, the Producer and the Distribu-
tor have caused this agreement to be executed by their
respective officers thereunto duly authorized, and their ~
corporate seals to be hereto affixed, and Korda has here-~
unto set his hand and seal, on the day, month and year first
hereinabove written.

LONDON FILM PRODUCTIONS LIMITED,
By

PRODUCER.

KORDA.

UNITED ARTISTS CORPORATION,
By

DISTRIDUTOR.

At the requegt.of the parties to the foregoing
agreement, the undersigned hereby consent to the execution
of the foregoing amendatory agreement.

Dated at Los Angeles, Celifornia, February 28,

1938.
> SAMUFL GOLDWYN, INC.,
By D: FE. Rose.

Samuel Gold

STATE OF CAl.IFORNIA,
COUNTY OF LOS ANGELES. <8

LOYD WRIGET, being by me first duly sworn, de-
poses.and says:

That he is a “resident of the County of Los
Angeles, State of California, and is an officer of
UNITED ARTISTS CORPORATION, a Delaware corporation, to-
wit, the Secretary of said corporation.

That acting in his capacity as Secretary of
s@id corporation end pursuant to.its By-Laws, your affiant
did, on February 18th, 1938, send a notice of the time and
place of a special meeting of the Board of Directors of
said corporation, said special meeting having been called
for Friday, February 25th, 1938, at the hour of 3:30 o'clock
P. M., at 202 North Canon Drive, Beverly Hills, California;
that said nbtice was sent by telegram as required by =
By-Laws of said corporation, and that true copies of said
notice are hereunto annexed to this affidavit.

SUBSCRIBED AND SWORN TO
BEFORE ME THIS 18th day
of February, 19 3 8.

(tit, GB

ota c and for
said County and State.

pe
>
-

fo Bestern Union:

a Pee ie “ahs biwnsduk bent, which are hereby agreed fo “

Loe angetes, Caltfornta, eh er
Pebrucry 18th, 1923. ee

Please send the attached message night letter to those in the United
States and deferred cable to those fin England: |

Dr. A. H, Giamntnts 2 £02 Sout Canon Drive, svat nag Calif;
Mr, BE. &. MeKay, th Formosa Avame,

eee 354) Sor th Horth Le Brea Aver ig See od od, Coihy
: FG 6 Brien, Enickertoeker Bulieine my Sev Fores’ . :
: Kords, efo Le Loncofilas, ££ r Euuere, ade Engiend;
+ Geo I. Schaefer, mieteal antics: "720 Seventh Ave, ¥ Y
E Page be tase . hae York, B. Y. a ss es wares
ur. James vuiver, 0/6" United fed arpits, Wis Settnts” ave., Hew vere, N.Y;
e . 1041 ormo venue snes
ir. D. BE. Rose, 1041 North Porsosa Aveies, Beiiseced Hollysod ~ Gatit..
: Loyd Wright.
Charge to Loyd *right, -

1125 Boure of Trade Bidg.

WESTERN UNION MESSENGERS ARE AVAILABLE FOR THE DELIVERY OF NOTES AND PACKAGES

“WESTERN (.

eo

Bind thi folowing message, salject to the Uinta on bach heme, olich ate halls digieed to

ee Les angeles, California,
ay a = Pebrusry 19th, 1938.

- Fheess teke notice thet « specie! meeting of the Board of Directors of
_ Umited Artists Corporation ts herdby exbied sursyuent to dirsetton—eiven
-._. by the President, to be held on Friday, oer 1988, at the

Be hour of 5:20 tolock P, M., at 202 Morth Cenon Drive, Beverly Filis,

sf: Caiifornia, for the purpose of considering the recuest of Alexander

- & Korda enc tendon films to amend eontract, and such other business es
_ Sey preperly come before the meeting.

ae

| “United Artists Corporation,
“ _ By Loyd Wright, Secretary.

E es
o

? 3 =
3S Fe ——ws es See
(OS ET ae 3 “2

"

|

MINUTES OF THE REGULAL MEETING GF THS EXnCUTIVE COMITTTE
OF UNITED ARTISTS CORPORATION YRLD AT THE OFFICKS OF. THE
SOR ORATION ¥ SEVENTH - » NeW YORK CITY, ON THES

STH -DaY- OF. MARGE. A806. os ok mes eas

Se

“= A regular ueeting of the Executive”’Ccommittee of the
Unit Artists Corporation was held on the Sth dsy of March,
1956, ‘at eleven o'clock iu the forenoon, at the offices of the
Corporation, (729 Seventh Avenue, New York City.

There were present: =

George J. Sehaefer , a
“3 Wennbe—> OC Brien... ot
Charles cchwartz
Sdward CC. Raftery,

constituting 2 quorum -of the nembers oi the Executive Committee.
. ‘

Kp ov a

There were also present:

Arthur W. Keily, Vice President,

Harry J. Muller, Treasurer,

Kwenuel cilverstone, (Loncon Pilu Produc-
a. tions, Ltd.)

Mr. George J. Sohaefer acted as Chairman of the
meeting and Mr. Bdward v. Raftery asted as secretary.

so Mir. Raftery reported-that a copy of the minutes of.
the meeting held on February 4, 1938, had been sent to the.
parties in interest, am it was moved, seconded and unenimously
ado ted that the minutes of the orevious meeting be sporoved.

peers ‘
Mr. Raftery reported that Blanche Stacy Lloyd, pro-

_fessionslly known.ss “Zorine” has coomonced an action in the

Suited Statea Distriet Court in Chicago, egainst "Zorina", Sameé*
uel Goldwyn, Productions, Inc. end United artists Sor oration
for an injunction to restrain the exhibition of the "Goldwyn
Pollies"; that the case hed been referred to Judge Holley, and
that application for a temporary injunetion will be heard on
Maret 21, 1958.

Wri Raftery aude a report resarding the Bini case
{n the Argentine; that counsel for the Film Board of Trade had

?

we Bin gees. =

i.

-¥

com to New York and that a bili had been received for his ex-
penses. It was reconmended tht United artists Cor »coretion
contribute its proportionate share @& the bill for expenses.
The g estion of fee was left open. for future discussion.

eee eee
oe

Er. So made a ceteilgs report of his corres-
pondence with iir. Hugh juennelIand br. Giannini regerding
the stock of the foreign subsidiarkes which is now held in
Lond on.

“Yr. Muller reported. sate
i. United Artists (Export) Ltd. kas submitted a prob-

lem concerning the high cost of Technicolor mints for Italy.
Becauses these prints are msde outside of Italy, dollars or
pounds must be advanced for them. ihen the advance is recouped
by oayment by Luporini thé hich cost uskes 2 severe cut.into
United artists' allotwent money. | :

EI SE oO IE RI OE TE AE IN SS fA TE TE A AE OAT Se
— Luporini usu@lly sakes id prints of United artists
Corporation's pictures for italian-distribution. In view of
the high oost of Technicolor prints und the fact that duty must
be paid on each aint, Export persuaded jusorini to make only
ll srints of "SPAR IS BORN". ‘These 11 prints cost approxicately
155,000 Lire. Prints for Wanser's "VOGUuS OF 1958" will cost
-aporoximetsiy 145,900 Lire. .

United Artists’® share of the off ieial allotment
far the year 1957-36 is Lire 1,300,900, plus a possible 150,000
Lire 2H producers’ qpta. = —

As decided by the "xecutive Committee, United ar-
tists requested Export, for the year 1956-37 to apply -
ment money first against advances for orints, ete., and Shen.
to splitup the balance emonz. its pictyuras in propartion th
first six months’ earnings of each picture. —

The entter was referred to Messrs. Kelily and
Muller, as a Coumitteé, to investigate the views of the respec=-
tive producers.

2. United Artists (expat) Ltd. wrote to Tnited
artists on February 10, 1956, coneerning' a Roumanian tax. The tax
in. vector cleiws that inesmuch ac its license arrangement with
Vesce film is for s limited period only end oxmership of the
prints remains vested ‘in popper tes er Sig s Jorporation, that
this transaction is not an outright sale but merely a license
to distribute. He cleimse that the cor oration's arrangement with
Vesca is not that of seller ani buyer but of orincipal and
agent, and.that United artists Corsoration is in faet carrying
On business in Roumania through an agent. sceeeh ae the
Corporation was assessed two texes at the rete of 1 plus 3 on ’
the iicense fee, together with a fine for failure to decl .
the license fee as income in Houmenia for tax purposes. The

_

|
Sort sake oo
? wv a .~ = Pe a wise’ E * Lo = » ~~

sin hata ie i LAA AAA AES

e¢ ?

total amount Glaimed for the two years ended Leceaber Zl, 1936,“
amounted to Leif 2,251,160.11, soproximately $15 ,418.59. ;
“= Sinilar claims have been made ageinst Paramount and
Me .G. Me. Pemmeunt, Metro and Vesca engazed or the foremost
lawyers in Roumania to conduct their apveals esgeinst these
assessments befora, the courts. “rior tothe hearing of the carted
enpeal the Fiseal authorities seized United Artiste" prints
and aged a lien on monies due tt from V eses and also on rentas
due by exhibitors. The M.G.'. appeal wag the first to coue
before the courts ani this & peal was unsuccessful. Paramount
q and Vescs deatded to. compromise with the authorities. Vescoa
\ ‘guaeceeded in settling the ciaiis ageinst United <rtists for
Lei 800990 excluding costs. The costs incurred by Vesca amount
to Tet 129,990, making & total, pay: ent. of 935,000 Lei, which
Tnited artists had to reimburSe Vesca. | :

‘. Export has now apoortioned 925,000 Lei o-rata
between the oroducers and Vnited irtistes Jorsoration agcording
to the anounts whieh have been received on exch picture.

ee ee ee AS a

St de at Re eta

see Weses has recently gone into voluntary licuidation
but is eontinutnae to distribute pictures already deliverec. The
picturet not delivered have bogp eancelied and resold’ to 3.D.¢.
Films. In order to a old tax difficulties, agreements with

3, Oo. G. Films have been Grewn in a form ap proved by a Roumenian
lawyer who assistec in the settlement of tne claims against

Vesce Fiins.° This lawyer drew up a Franchiss agreement for. « -
20th Century-ror film's subsidiary ageinst which the tax author-
ities have not made any Claims. ais

Mr. Muller was requested to secure & Copy of” the.
contract with 8. )/ C. from London.

‘ir. Muller, reported: ad :
: 5. BP unites artists Jorporation received from .
Bank of Amerioea, National Trust and’Savings Association the
followings “sourity Agreement: : -

setantox Internationel “Pictures, Ind., date
Janucry @1, 1924, whieh increases the PRISCNER- "
of 28MbA asstannent for $1,100,000 to $1,200,000

Selznick Internationel victures, Inc. dated
Pebruary 28, 1924, coveriag loan us to $40,000
on TOs SA YER e Z

Walter “anger Procuctions, Inésrporated dated
’ February 7, ivSs, whieh covers proposed ade-
__ et «=o Wantes of (1,230,900, exeinst waich is pledged
three pictures to be produced plus six pictures
herertofore produced. The latter pictures are

Rie cre ——— aati

oho

subject to prior liens sf the bank and
7 re Consolidated.

After approval by counsel, the Distributors Agceptences
were signed. ;

@. United artists Corporation psid to Walter
Banger Productions, Incorperated, on account of the.
$509,000. ‘Security agreement, $100,000 on February Sth
anc 100,000 on Debruary 24th, gaking total psyuents —
_of $300,000. ; se

S. London remested authority to sell for delivery
within vO days &50,000,-representing three months es- :
tiumsted coumissdons. after cubmitting this proposal to
vr. Glennini, Julted artists Gornoration authorized the
sule of B25,000. <‘ccoréincly, there wae 3olé for its
account 625,000 af °5.9260, for delivery up to April léth.

ak ee

a ‘
——

ase hes “ti i te ni pm ei i encarta tt tet tae a at cn ena
ure Eolly reportea: -
*

Ll. ARGUYEINE: Due to the resignation or dismissal
of ir. .aica, who -helda cower of attorney jointly with
Mr. “organ, it is-mow necessary to cancel. the existing
powsr and tc send Buemose sires 4 new power in favor of
ir. Guy ©. Morgan, solely, sné to have incorpa@ated any
: menber of Price, Jaterhocse's Buenos aires office to counter:
sign checks. aes
(os me
_\( 2. The Singapore ranch, througir itr. Max Baker
had requested the relonse of a Siamege-Maley picture, m
in Siem, for the territory of Singapore. and Java, United
\rticts' share to be 35% of the gross receipts. a

MO
S. There is an unconfirned rumour that Japan alte
tems to put in a gw ots Jaw limiting the importation of ‘
motion pietures to 165 a year, sith 70 pictures as the «
american allocation for all companies, and if sueh regu-ey 7"
lation goes into effect, it will mean the withdrawal of

the American releases fm Japan. Sis

4. The African sssociated Newspapers (Daily Tri--
bune, Sunday Exorecs, Daily express and Sunday Tribune),
all of which are controlled by the S¢ lesinzer interests,
have requested the American film industries to subseribe
the advertising at a cost of 200. per quarter page.

It was Mr. ielly's onpiniorm that United artist
should not subscribe for such — advert ising.

?

pe rened Ae

ee NET” © CPE * Fok

n

= — Fe Muller revorteu further on the Italian
ae mtuation; thht he had just received word through
i ag with Italian ‘

ondon that raw stock could ourehased an-
lirc. Ne was directed to refer tie report to Mr. iulvey mo
end to any other producer whose Lire is impounded in
Itely. —- :
®t

. if. Schaefer stated that he hac received a
request frou ir. Krimsky to turn back “EMPORER JONES" |
as fer as United “tates and Cenada were concerned, It
Fas the Goncersus of ooinion that this should be done,
provided we receive s release fron these producers for
this territory. , :

wie chacficr made ¢ detailed report on a con-
ialter canger photoplay for which Mr. Wanger
Sethe #797 ane

ta mooast at -

tennis ted

~*~

. a
production. approvel wes siven this proagucticn, 4s the

terr, ories involved were oniy a. smell portion of the

tore$en territories. ys Sree

4 Loan Was aitvorizged by the Comsittee to be.
ede to Ur. Sidney Bowmen, an euployee cf-tne Detroit
LxeRange, in the sum of J150., at 35.00 a week for thirty
¥eeKxs,.

Jpon motion culy mace ani seconded, 1t wae re-
solved, se follows: © : :
4

_ That George J. Sehaefer, Vice President of «
the Corroration, be euthorized ond directed tj extend
‘in writing to Mr. and .rs. James “Mulvey the ai'noere sym- -
pathy of the corsorntion, and ite employees upon the
death of ir. Ctevhen VeFeevér, *uther of Yrs. James
Mulvey. ; v
vr. saftery stated that he he@ reseived from
Neil .cCGarthy « request tu extend the stetute of linita- #
tions for a further period of six months. Counsel re-
Ovjwisnced that tris exteneion be granted, so as to
avoid an ioupediate law suit with the Mughes interests.
F pat extension therefore was voted.
There bein; no further business before. the
meeting, the san¢ wae uoon motion duly made and seconded,
ad journed, . 3

STATE OF CALIFORNIA,
COUNTY OF LOS ANGELES.

LOYD WRIGHT, being by me first duly sworn,
deposes and says:

That he is a resident of the County of Los
Angeies, State of California, and is an officer of UNITED
ARTISTS CORPORATION, a Delaware corporation, to-wit, the
becretary of said corporation. oe

That acting in his capacity as Secretary of said
corporation seat guewaint to its By-Laws, your affiant dic,
on March 11th, 1938, send a notice of the time and place
of a special meeting of the stockholders of said corporation,
said special meeting having been called for Monday, March
14th, 1938, at the hour of 3:00 o'clock P. M., at 202 North
Canon “rive, Beverly Hills, California; that said notice
was sent by telegram as round by the By-Laws of said cor-

poration, and that true copies of said notice are hereunto

annexed tc this affidavit.

SUBSCRIBED AND SWORN TO
before me this 14th day
of March, 19 3 8.

Notary Public in and for
said County and State.

Time FILTO

Los Angeles, California,
March lith, 1938.

Western Union:

Please send the attached telegram, dayletter to those in
the United States, and nightletter te England, as follows:

The Pickford Corporation, 1041 North Formosa Avenue, Hollywood, Galif;
The Elton Corporation, 1041 North Formosa Avenue, Hollywood, Calif;
Charles Chaplin, 1416 North La Brea Avenue, Hollywood, Cali?;

Semuel Goldwyn, 1041 Worth Formosa Avemie, Hollywood, Calif;

Dr. A. H. Giannini, 202 North Canon Drive, Beverly Hilis, calif;
Alexander Korda, ¢/o London Films, 22 Grosvenor Square, London.

_. Leyd Wright.

Charge to Loyd Wright
1195 Board of Trade Bide. >

WESTERN UNION MESSENGERS ARE AVAILABLE FOR THE DELIVERY OF NOTES AND PACKAGES

i

y hae ve

WESTERN

Les Angeles, California
arch ilth, 1938.

Please take notice that a special meeting of the stockholders of
United Artists Corporation is hereby called to be held on Monday,
March 14th, 19236, at the hour of 3:00 etclock P. M., at 202 North
Canon Drive, Beverly Hills, California, for the purpose of discussing
me affairs of the corporation.

»
Ned

ted Artists Corporation,
& By Loyd Wright, Secretary.

Charge to Loyd Wright,
1125 Board of Trade Bldg.

WESTERN UNION MESSENGERS ARE AVAILABLE POR THE DELIVERY OF NOTES AND PACKAGRS

a
OF “ty. tote

MINUTES OF SPECIAL MEETING OF THE STOCKHOLDERS

UNITED ARTISTS CORPORATION.

The stockholders of United Artists .Corporation
met im special session omMonddéy, Match 14th, 1938, at the
hour of 3:00 o'clock P. M., at 202 North Canon Drive, Beverly
Hills, California, pursuant to notice given by the Secretary
as ordered by the President, and in accordance with the By-
Laws.

Upon roll call it was found that there were
present the following stockholders:

The Pickford Corporation, by N. A. McKay, proxy;
The Elton Corporation, by C. E. Ericksen, proxy;
Samuel Goldwyn, by D. E. Rose, proxy;

' Alexander Korda, by Mendel Silberberg, proxy.

There were also present the President of the cor-
poration, Dr. A. H. Giannini; Douglas Fairbanks, Samuel Goldwyn,
Charles E. Millikan, Maurice Benjamin, and Loyd Wright, Secre-
tary of the company.

The President announced that the meeting had been™
called at the instance of Mr. Samuel Goldwyn, and that the

~*~

al 7 a

} Pe a ae

matter to be presented was more properly for a a

¥ Se

o

meeting.

Thereupon, without any business being transacted,

the meeting adjourned.

/
—_

oe ae

President.

-2-

heen pee

STATE OF CALIFORNIA,
COUNTY OF LOS ANGELES.

$s.

LOYD WRIGHT, being by me first duly sworn,
deposes and says:

That he is @ resident of the County. of Los
Angeles, State of California, and is an officer of
UNITED ARTISTS CORPORATION, a Delaware corporation,
to-wit, the Secretary of said corporation.

That acting in his capacity as Secretary of said
corporation and pursuant to its By-Laws, your affiant did
on March 14th, 1938, send a notice of the time and place
of a special meeting of the Board of Directors of said cor-
poration, said special meeting having been called for
Thursday, March 17th, 1938, at the hour of 10:30 otclock

that said notice was sent by telegram as required by the

By-Laws of said corporation, and that true copies of said
e

‘ notice are hereunto ammexed to this affidavit.

SUBSCRIBED AND SWORN TO
before me this 14th day
of March, 19 2 8.

7 ae

peg lic in and for
said ty and State.

*

WESTERN

Teel ds cia actions Galilee dha teow on ask Berea, udioh dit alah ehbiahdieaais.

Los Angeles, California,
March 14th; 1938.

—-

Please send the attached telegram, STRAIGHT WIRE, to those in the United
Stetes and night letter to those in London, as follows:

Dr. A. u- Giannini, 202 North Canon Drive, Beverly Hills, California;
Mr. §. A » McKay, 1041 North Formosa Avenue, Hollywod, California;

Mr. Charles” Chaplin, 1416 Pate La Brea Avenue, Hollywood, y PEEK:
ep. Demis *; -0* Brien; ckerbocker Building, New York, WN. Y
in beuen. ds beuaetees 40a Gaeree eetauee Corpn.» 728 729 Seventh ave., New ¥c
dr, Charles Schwartz, 1450 Broadway, New York, N. 4
Wr. Bdward C. Refte » Knickerbocker Building, New York, N. Y;

Mr. James Hulvey, c/o "United sts, 729 Seventh Ave., Her onl

To Western Union:

ur. - E. Erickeen, 1041 Ho ng jnd sa Averme, Hollywood Calif; 2 -@

Mr. D. E, Rose, 1041 North Formosa Avenue, a, calirornis ¥
Mr. Alexander Korda, ¢/o London Films, ‘Be Grosvenor jquare, London, melends_ %
Sir Comes Gutkie, ® " " -~

Loyd ¥right.

- %
‘ —*
an .

, 7
WESTERN UNION MESSENGERS ARE AVAILABLE FOR THE DELIVERY OF NOTES AND PACKAGES

ee AR s ‘ _ + - - 7
pe ee ato J ‘ i > *

WESTERN

'
sd gS) Ss a eee tne
te Wii? hy ae

* Folie cox exrrt wEWOOMe® C4APLTON + 6 wa.ever ks
SS ——————— ee uses eeumeneetena ~- Ba —— a Ee an a tes, ————— See 2%, =
in ce ati al Mate cht Mitel a wich or herby agreed te 3
:; — bagi Los Angeles, California, EF.

7 : March 14th, 1928.

Please take notice thet a special meeting of the Board of
Directors of United Artists Corporation is.hereby called

- aes neon to direction given by the President, to be held
on Thursday, March i7th, 1988, at the hour of 10:30 ofcilock
4. M., at 202 Worth Canon Drive, Beverly Hills, Californie,
to transect such business aS may properly come before the
meeting.

te, oa F seh 9 ery x2

Tee.

United .

“s <—
—

WESTERN UNION MESSENGERS ARE AVAILABLE FOR THE DELIVERY OF NOTES AND PACKAGES

=
MINUTES OF SPECIAL MEETING OF JHE BOARD OF @
DIRECTORS OF UNITED ARTISTS CORPORATION.

The Board of Directors of United Artists Cor-
poration met in special session on Thursday, March 17th,
1938, at 10:30 o'clock A. M., at 202 North Canon Drive,
Beverly Hills, California, pursuant to notice given by the «
Secretary as ordered by the President, and in accordance

with the By-Laws. z

~~)
~ ~ _

Dr. Giannini assumed the chair and upon roll call
it was ascertained that the following Directors were present:

Dr. . #. Giannini, BN. A. McKay,
Cc. E. Ericksen, D. E. Rose.

There were also present Mr. haces Pairbanks,
Yr WEE NECEty, and Mr. Loyd Wright, the Secretary.

«a

The Chairman announced that a quorum was present
and that the meeting was competent to proceed.

Upon motion made and carried, the reading of the
minutes of the last meeting of Directors was waived. ~

@ere was considerable discussion relative to
appojpting 2 committee to investigate the affairs of the
corporation and its subsidiaries in England. Wo formal action

x

w

was taken, and the meeting adjourned to Mondey, Merch 21st,

1938, 2t the hour of 4:00 o'clock P. ¥. Me
ts ; :
; re Fee
if

-

‘ President.

Attest:

MINUTES OF ADJOURNED SPECIAL MEETING OF THE
BOARD OF DIRECTORS
OF UNITED ARTISTS CORPORATION.

-_—_——--

-

The Board of Directors of United Artists Cor-
poration met in thie che Session on Monday, March 21st,
1933, at the hour of 4:00 o'clock P. M., at 202 North,
Canon Drive, Beverly Hills, California, pursuant to . —_
adjournment of the meeting of March 17th, 1938.

Dr. Giannini assumed the chair and it was ascer-
oO tained that Dr. Giannini and Leo F. Samuels, the Assistant

Secretary, were the only persons present. s!

Whereupon, in the absence of a quorum, the meeting
was adjourned to Tuesday, March 22nd, 1938, at the hour of
4:00 o'clock P. M. ce oe

President.
Attest: P
“J ~~ - N
— / 4 £0
+r a iil
<— i aan :
Secretary. f :
——e

"MINUTES OF ADJOURNED SPECIAL MEETING OF THE
BOARD OF DIRECTORS ;
OF UNITED ARTISTS CORPORATION. ~

eae

The Board of Directors of United Artists Cor-
poration met in adjourned session on Tuesday, March 22nd,
1938, at the hour of 4:00 o'clock P. M., at 202 North
Canon Drive, Beverly ;Hills, California, pursuant to

adjournment of the meeting of March 2lst, 1938.

Dr. Giannini assumed the oneae and it was ascer-
tained that Dr. Giannini and Leo F. Semuels, the Assistant

Secretary, were the only persons present.

Whereupon, in the absence of a quorum, the meeting
was adjourned to Wednesday, March 23rd, 1938, at the hour ®

orice o'clock P. M. Y

7 J
s

President.

Attest: 3
te SAD a

—— a

eee _— —

a “gX , -

Secretary.

om

7

MINUTES OF ADJOURNED SPECIAL MEETING OF THE :
BOARD OF DIRECTORS * Yy
OF UNITED ARTISTS CORPORATION. |

©

The Board of Directors of United Artists Cor-
poration met in adjeurned session on Wednesday, March
ford, 1958, at the hour of 4:00 o'clock P. M., at 208
North Canon Drive, Beverly Hills, California, pursuant
to adjournment of the meeting of March 22nd, 1938.

Dr. Giannini assumed the chair and it was ascer-
tained that Dr. “iamnini and Leo F. Samuels, the Assistant

Secretary, were the only persons present.

Whereupon, in the absence of a quorum, the meeting
was adjourned to Thursday, March 24th, 1938, at the hour

i een

of 4:00 ofcléek P. M. “

hg ee

| = . \ V/
President.
Attest: :
e v4 et sai pa
~~ —— Ps z I a ert” hai RT

Secretary. |

a

MINUTES OF ADJOURNED SPECIAL MEETING OF THE
BOSD OF DIRECTORS
OF UNITED ARTISTS CORPORATION.

*

The Board of rectors of United Artists cor:
poration met in adjourned session on Cearsdag, March
24th, 1928, at the hour of 4:00 ofclock P. M., at 202
North Canon Drive, Beverly Hills, California, pursuant

to adjournment of the meeting of March 23rd, 1938. .

Dr. Giannini assumed the chair and it was ascer-
tained that Dr. Gianmini and Leo F. Samuels, the Assistant
Secretary, were the only persons present.

Wnereupon, in the absence of ea quorum, the meeting
was adjourned.

’ President.
Attestin 2
' Pagan | ct IS EE «—
: rf
Seé¢retary.

bareb 245 1936) ge

VINUTES OF TH® REGULAR MPEETTNG OF THE EXECUTIVE COMVITTEE
OF UNITED ARTISTS CORTCSAPECH EZLD AT OPHE OFFICES OF THE
CORCORATICN $729 SEVENTH aVENUE, NEF Yoox crey, On THE

24th DAY oF MARCH, i938. . :

scene e eee s+ 2 eS Stee eeeoeene

a

A reguler meeting.of the SuBéitive Co rittee ath
United Artists Corooretion. wes heid om the 24th dey of Varch, 1936,
et eleven ofclogk-in the forenoon, et the offices of the cor “oretion,
sic medal Avenue, New York City.

+.
oon . There were present:

George J. Schaefer

}Jemes Fulvey
Cherles Schwartz %
Edward C. Reftery,

me ~ = rene ae =

écnatdvetion é quorde: of: the : cembers of the Executive Corpittee.

€ *

There were also vresent:

ey oo ae

arthur ®. Ke ly, Vice President
Harry J. Vuiler, Treésurer
ea Herry BD. suckiey, Vice President
: Erenuel Stiverstoné, § (Lonéon Ae Proéuctivns, —
Ltée.

Kr. rae i. Scheefer acted ss Chsirmen of the neeting
oné Mr. Edwerd C. Reftery ected es Seoretvery.

Wr. Raftery reported thet se hed received a te ogrem |
from Dr, Glennini to the effect thet ¥r. Korcea wished thet end
Lonéon Fiim*s share of dundéstic film rentels be peid one week efter
sate rether then the usuel three weeks, in the esene wenner es Wr.
Goldwyn’s fil» rentéla were now being sede peyeble by the company.
Wr. Muller steted that in order t, do this it woule be necessery
to put om ean additional employee in the Accounting Desertrent, un-
less Mesars. G ldwyn en”. Korve would consent thet the peynents de
Linited te this seeson’s sroduct. br. Sulvey steted thet it wes

quite egreeadle to the Goldwyn ormenizetiocn to have the edvence
payrents liritéd to this eeeson's product. ‘

; Uson wotion July wade, seconded, end uneniivcusly sd-_
opted, it wus ,

“BSULVED, thet the rexuest of "r. Korde oe
. grented ¢8 to e€il product released,
commencing with the chotupley ene
Set ee aa t tied "BLEPHANT SCY" end continu-
ing for the reet of this sesson’s
vo A yroéuet, end thet the Goldwyn ar-
° renzenent be linited te this seeson*s
roduct.

Vr. Reftery rep rted thet he hed receivec « request
from London Films to sdvise ther as to which photopley Walter
Wenger ¢id not heve the full end conciete world richte, end
eiso the territ<c-"es8 excluded fro» the egreerent. ¥r. Scheefer

wag authorized to answer the inquiry.

4 Ur. Raftery reportéd that the metion for an injurection
‘mode by Blenche Stecy Lioyd egeinst United Artists, Beieden &
Ketz end the Goldwyt orgenizetion and Vere Zorine hea been er-
gueé in Chicago in the United Stetes District Court end *het «
éecistcn was expected on Tuesdey, Moxey 29th.

_ Jar. Reftery resorted thet the Perizen cese (double - ‘
‘billing case) hed been effirmed by the United Stetes Cireuit |
Cou n Philedelshia. It was the consexeus of opinion thet ——
if the other companies jcined, en application should be onde
for s certirari t,. the Suprese Court.

vr. Muller reported: eke / es

oly Urtted Artists Corporetion paid to Welter Wencer
Producti ns, Inpeorocteted, ©S atcount of the yQoN Seeurit
Agreenent, $100,000 or Maron 10th ané Pet wes Perch L7th.
reking tot«el geynents of $509,009.

Zz. United getists Cor cretion received fron Berk of
anerice, Nationel Trust anc Sevings ssscoeieticn 6 syp iementel
Vortguge, Pledge and Security Agreenent deted Warch 16th, «826;
between Walter Wanser Productions, Imcor creteé anc tae benk, which
incresses the original sesichment tc $1,260,000. After uepprovsl
by counsel, United artists signe@ the Suborcinatton Arreenment
ena the Distributors Acceptence. ;

3. United Artleta Corsorseticn received several
cebvles frow london ureing © crompt decision on the Itelian

oD eat

tis fs oeeaaee See

Treseury Bond preposei. * The iatest cable of March Léth edvises
thet they have a possible buyer for the bonds st 27% discount,
peyment in Frence. Goldwys, Reiience, Chaviin, Elton end eid-
man heve now suthorized United Artists to accept Deller Bonds for
June 30, 1956 credit balsences and to geil these Bonds st 274
discount. Caddo instructed United Artiste Corsoration to deposit the
Bonds in Rove for them. United Artists confunicated this information
a together rils utho etic ;

Export. The foreqotnn wes approved by The Bxeeutdve CokNIet ste

- 4. Puring 18357 United Artists Corooration rece! red
frow Export @ number of biilis to cover trenspertetion and duties
on verious pub ieity matter sent from New York to London. United
Artists cbjected to thes® cherges and pointed out thet there ts -—————
no provision in the Frenchie Agreement which recuilres it to beer
them. Export repiied thet the Franchise Agreesents with the
Cortinentel Buropean direct exchanges crovided for © copmisfion of
8% to United Artists in considerstion of its services in securing
enc greoting the rirchts of suoh films end in supplying pubiltcity
énca exploltetion meteriel.

After this letter was received, kr. Kelly issuec

instructi -« thet charges be «ede to #il exchenges for the cost
of production stlils end pressbooks; thet «il other pubiteity end
exp.oltetion cateriel be supplied free F.0.8. New York to exchenges |.
that wy coomission and thst the entire cost of Such meteriel must de
borne by exchenges thet do mot pey commission. :

In respotae to this actfon Export cencellied its
charges for transportation and duty on publicity meteriel out ob-

jects to being cherged for pr duction stilie end pressbooks. Ex- B

port stetes that the quantity of such peteriel per exchenge is not

great and further,ore that they would heve great diffieuity in get-
~~ ting oherges for publicity in direct exchange ecccounts pessed

by local tax esuthorities. They stete thet they heve expiain’d to

the verlous tex exthorities practicelly ee@h yeer that the lerge

quentities of publicity matgrial supplied by the Delewere Corporetion

is one of the reasons for the commission cherre.

v
Yr. Buckley esked gers of the following loens:

l. Semuel Rifgin, $150., to be repaid at the
rate of $10. « week.

2. R. J. Kilpetriek, $150., to be repeid 2&2
weeke «at $s. 4 weeks et #19.

3. Byron Rosenthel §50., to be repeid $2.
weekly. od

4. Ai Bard $200. to be repeid $2. beer ey &

5S. Herold C. Vengem, $65, to be repeid $2.50

6. Vincent Oehns, shipping clerk in Clevelend,

be ERR EONAR GATES Fee Sata. cee athe yo aie ens sal Pe eo ee oe FE TE Ee PTE ee OR” notes aie Pig be. ee * 25 aa

. he
~

$200. to be revaid 28. weekly.
The foregoing losna were eporoved. eps

Mr. Buckiey reported thet the Cuonsolicsted Piim
Industries’ contract for printing heé expired in Fevrusry
end that Consolidsted was preseine for renewal. It wes the
cone of oyinion thet it should be renewed for cone year

,on the seme terms and conditions.

Mr. Buckley re.uested epprovel of the New Heven,
Conn., Exchenge lease, for three yesrs at $225. « month, with
®B Goption of two séditionel yerrs et the sere rent, with the
right om the pert of the tenant to cancel the issase upon. 20
éeys notice. Approvel wes so given.

Br. Buekley elso ssked approval of ae proposed rodi-
fication of the Kenses City lease. Mr. Buckley was euthorized
to work out; the reduction in rents] end the giving up of cer-
tein windows on the south side of the Exchenge.

Nr. Bu@kley brought up the stion of eair-cornditisning
the Southern Exchanges. It wes the boneensus of opinion thst
no money shoud be spent for such pur ,ase thie yecr.—

a

os
we

ur. Buckley réported thet he had ashy bills from
as Dougles Feiroanks in connection with Mr. Feir * trig to
Burope. Mr. Buckley was instructed to pay the bills, charee
them to Wr. Feirbanks sné forwerd ther to the Bosra of Directors
in Californis.

Mr. Buckley reported thet the Ahnuel Weeting of the
Yotion Pictures Producers end Distributors qf Ayerice, Inc.,
would be held on Meroh 28, 1938. '

Nr. Kelly made « report on the blocked currency sit-
ueticon in Mexieo. He aiso re orted that heed received f@ror
Dr. Giennini esprovel of his price noney pien for the foreign
exchanges.

There wes @ cenerel discussion sb ut fhe ‘cost of
technicolor charges for use im the foreign fieic. It wes the
consecsus cf opinion that this charge should be adsorbed by
the Corporetion. :

Mr. Scheefer reported thet he hed received from
Joseph Moskowitz, of 20th Century-Fox, a recuest e8 to whether
it wes the intertion of United Artists Corporetion to egein
ieese the photoplay “GALLANT LADY". He ted thet he hed
repited thet at this time bess * og aes gee had ae gry, aehention.

a

Mr. Schaefer else mice & resort on the eroes business
for next season.

Mr. Qcheefer Giso »+ ce « cetetled re ‘rt réesrding
the comtertions msde by some of the pro. ucere-«s to the reke-
up of cherges’ for explottvetion end ecvertising. The vatter
Wes-teblea for further cocsideretlon,end discussion. .

vi hr. Reftery asked the ssprovai of the Committee
to psrticloete in the exvense of 6neering,en accountant in
connection with the cese of Indienmpoiis érUisenent Corseny cseinst
ell the cistriuoutors, now pendin» in the United Stetes District
Court in Indieneosclis. Approvwel wes go eiven.

a Mr. Reftery aiso made ¢ Peport es to the oresent
stetus of the case of Fiim Scrores Tobis, Les Societe sno: yee
ageinost Cherles Chaplin and United artists, now pending in the 3
United Stetes District Coug, New York City. om

There teins so further business Lefure the meeting,
the seme wes, uwoon ction culy mede end feconced, edjoursed, ee

a “—,

~ rvhwres OF A SPECIAL MERTING OF THE KRQUTIVE COMMITTEE

s 4
“OF Uz SITE A a saws COPPOReTLGH. & Teles wee: oS oFPICcEs oF THE z ae
CORPORATION #729 SEVENTH, VERVE, REW YORE cry, ON-THE: _.. Sa
i ‘FIRST BAY ‘oF APS tL, i9ss. % = Se
SiS z e re ® Fett 2
me ew a a oe ee eee CaS ee Se re =< =e “« =
i ES ~ : : : eo
il tad A speciai neeting of tae Executive Committee of the __ |
United Artists Corcoretion, Por the consideration of cherges end ‘a
exse.citures for expiotté tion end saver tising wes raid on the firet =
éey af April, 1956, et- ten-thirty otcloce in the forenoon, at phe ——
offices of the Cor: oration, #729 Seventh évenus, } New York City-
,
ERS OEM There were otesent? :
~ se _—— : : —_—.. : wee me -
— George J. Schaefer ’ e
- Denitts Fi. O*Priens = eS tee NEA Puen
James ‘hulvey, _ Nici ress é 4
Charts Schwartz, ~ . + _

/ ee:

constituting e cuorun of whe yraepers of theteecutive Committees. Ay 5

: me _nere were also; present seoerrint =e ; +e
~ ewer .. fpthur ®. Kelly, Vice President me pee tra
; == Herry D. Suckicy, Vice Presiderc, —* nike
: ose ey oy er, pSior sear ‘ ;
Emeruel ‘Stiverstae, (Sondo n Fip “Stecuctions,
— Lta’) a
S Peul o*STieny “ “petorney:
pao vreseeor ze J. Schaefer bated es Chairman of snevesting
“,, end ir. Paul Sterien acted es Secretary. - é ?
wr. Schaefer roported as f6L ore 2 :
‘ es SB geass? ae
Wet ee He- ~presented to. the ‘meetite the ifestion of some De

itegcs sof advertisin® enc exploiteticn whe sh. the United Artists Cor-
. pion tes vist ien the procucer ob-
<--.2.n ee eeae— epee ifleslly,- objection wes me P "6 Serued > a beams Ins.
as to certein of these dtems whith ned beer oherecg tof it. These i

were ng Ww Eke direct- -Lo-the-public-8xp oitation or eivere :

‘ising WSTELLA PALLAS”, “WHUSRICAD ANE? WNARCO SOLO" om "SOLD E-
' FR; er The totel erountof the it “ams to which-tners wes objec~ ”
tion wa gs $9200. 053" ~ . :
i — { —: = re
; + Me. Behsefer pcinted out thet ‘United Artists wes-
NoPLi Tn bo contri tute on 6 PaOy -ertion of

uhder contractual

to the first $70,000. ,or $40,000., <= the caze cey be, ea- -
verisine enc exploitetion appropriation per picture. Any
excess over $70,550., or $40,300., es the case moy be, wes
chergesble directiy t- the proéucer. Mr. rulvey's objection
to the items wes thet the sdvertising enc exploiteticn ex-
2. = penses ere improcerly chergec. He stated thet the Goi dwyn
, orgenizeticn woulc enticioste sm appropriation cf sone fixed
ae - aus for the exp. itaticn ené eivertising of the pieture, end
subsequently would fing itself cherged with twice thet emount. —

“1__-r. Seheefer pointed cut thet the anticipeted ez per:
tures of Untreé Artists for the sdwertisineg ené expicitstion o
erch motiom picture ere (1) 25¢ on 975,200. or $40,000. es th
case mey be; (2) $10,009. for trade caper edvertising; p
(3) £5,000. for the presstook; but the pressbdooks, because of
the intétslon tn ther of nmeticnel aivert: meterie) end oth
Stocueers* tate ial, heve éxccede »VUU. a8 follows:.

STAR IS BCEN $11,090.00 .
¥.U ONLY LIVE onck 7,200.00
SELOVED: ENEMY 7,800.00 .
STELLA DALLAS 7,190.00
¥ oUES : é - $,803.06
CEsD ERD ; . 7,630.00
“ Vr. Schaefer sleo sucgested that the e diture for

eisborete preesbooks be curtailed and thet the uz ulmesa of
thé Liessbeoks would 2s weii be servec if its cake-u> were-stt
plified, : : i

“>. Sehcarer further cotnted out thet ns :
SF seanepenell bouey “68 bi cing the whole burden of TeFils gm. exploite ©
tion won te protucer. The piocucer, with the treaheniocus |
Uvestment he Aed in the 5 oture, was forced to expend sums of
woney Uuaressonadly to de the j « thet shcoul4 be ‘of the 8 =—ss«&Y
erocucer. 48 an exemple, he oolnteé cut the followinge:*

et¢ture No. Of Engecoments Film Rental Advertising Per.
‘ P A “ : e

LTezmBt ion centege

STAR IS SCRN 73 _ €211,000.00 $53,800.00- 17%
| KNIGHT *IUHLUT

ARNOR $i 5,000.00 26,090.90 274°

c > ae
a 252 Bo C2 oa peed 2 LHe i > Lax 6 : a
—— ScheelTer,; thet the sroducers wete vesFinz the exnibfors* cuPden.-%
a and thet these expettt*ures for edvertiains and @xsioitaticn
eae tie properly st uid. de. kede om shered in by th<=_exh- vitor. eee Oe
eas i, Scheeter further Suzsestsa the fcilexine ~stnuas ie
of exercising Control. gfer sdver® sin: end-eweiefta ian ex- =
te , penses ih snes ure. z Cn ee ree
far

, A ee Ee.

, ae = Fit the aistri cutcr should huve @ tolce tr. Gis. ©:

_ eusstne how Se $73, 009% ,* or “$20, 00. 2s the Chte say ‘be, per ees

ees picture, wes to be exnended Ain: air ce mga 3 avertict 2G

° ere a Secs rr PREG = ersckiow bs . nee tei sh 7i ;

hee ST, 2s the ese nev¥oe, expe. a tore, ae“uic be cortusiy
ER TSeE US 5e. ‘Tor “BF CH picture ‘bebvser, tae distributes ene the

an: yencer., — : ae Se Bes = é e. pie a : = ; soe
: — fter Turthe? discussion, 1t wee coved, ceeqrded end = —_
Guatthatte ee -uneRt ual x =. : eat sa — =a Bi ie — - 2.
iti RESOEY 1," that Mess:
Pi Ss eee Sere
$5 : : 2 Eo Seese-o'
Se: ee —— 3 ‘dee Gispate ee
Segre : 5 re to. 2 :
| ae meee "yecouauee atic 3°
Ji, ae tur

A ae
es = jyears, the or ‘sues bcc tac
fae oo. eT 088, were BES

Stasis i 5 {a} $1190 per weex, lesa e 208% etustio ppeseie
| Ur ted Artists*is « non onsets nent; ;

ss that
rasuesry erick would "be

Me ae

‘es e — ones a2 Se

one" FED , thet the exsenscs of Miss Plekfora pee Pe ate
— Messrs. FELEORERG Gelswyn 614 Reftery eae

for = heir trip to london shaild de te- “5.
ferved t6 Dr. CGlennint for Pend ee
‘ a ~ Ef they Se SOS Sere Tree

ert ee

aL. < eel end other he! i e in. € #8; -ehse. Sie, Oa

green? Sia nye Se dosing <. ae ee ss sae
a 7 a SMe owns = - *
eg * : = ey < eee a Fe y
; Es . - Pane. r

Tease as te 3 Suck ley rec -orted tHet ‘the Minneasciis Pxche. PER ey
Gen, = a Soneetenit? +e senéy Ate Suarters et Zhe. sere renteal> fee
vith. S n® that -it sign @ tasse for ec. <gertcr tar

4m ion, ft coarse Seis and

os
— .
« = * < ;
Fak
re *
= _
rs .
=
weit cbbets gp
ae

us0n & ce

9

STATE OF-CALIFORNIA,
COUNTY OF LOS ANGELES.

Ss.

_ LOYD WRIGHT, being by me.,first duly sworn, |
deposes and says: Pcs
That he is a resident of tle County of Los
angeles, State of California, and is an officer of*UNITED
ARTISTS CORPORATION, a Delaware corporation, to-wit, the
SeHPetary of said corporation.
| That acting in his capacity as Secretary of said
corporation and pursuant to its By-Laws, your affiant did on
April 15th, 1938, send a notice of the time and place of a
special meeting of the Board of Directors of said corporation,
said special meeting having been called for Wednesday, April
20th, 1938, at the hour of 2:00 o'clock P. M., at 202 North
Canon Drive, Beverly Hills, California; that said notice was
sent by telegram as required by the By-Laws of said corporation,
and that a true copy of said notice is hereunto arinexed to

this affidavit.

~- oe

SUBSCRIBED AND SWORN TO
before me this 15th day
of April, 19 38. e

<—-

Notary Public in and for
said’County and State.

‘
bs

Sand the falicsing meseoge, c sbject othe ts on back hee, saat ate Ratilag sighed

Los 4ugeles alg oH pm
To ¥estern Union: Aoril isth, 938.

mene Sona the sttached telegram, STRAIGHT WIRE, to those ‘in the United
tates and might letter to those tn London, as follows:

Dr. &. H. cag 202 North Canon Drive, Beverly “ills, Califo

Mr. N. A. McKay, Hort FPormose Avenue, Hollywood, ere miey
» Charles lia, L41L€ Borth La Brea 4v » Holl Celi
+ Denis ¥. O'Brien, Enicxertocker Bult ee Roca

"New
Mr. George J. Schaefer, ¢/o United artists, 726 Seventh ives, 5 ew

Yorke; \ 4
Mr. Charles ad Bex Yo rs +3 \
: Re ‘ pi sn ane La Dutléing, Her York, ®. ¥;
Mr. Jomes mers United Artists, th Ave., New York;

rth FPornosa aetenes Sea oat Claeys":

~ Yr
a ital br ee Sina fins. se Boi California:

~

q

WESTERN UNION MESSENGERS ARE AVAILABLE FOR THE DELIVERY OF NOTES AND PACKAGES =

WESTERN
"UNION

Los Angeles, Calir

=

4:f11 15th, °
Plesse take notice that 2 speeial meeting of the Board of Direetors

of United Artists Corporation is hereby called to be held on Teénesdey
April 2 th, 1988, at the hour of, £:00 otclock P. M., at 202 Horth .

for the vursose of considering

Canon Drive, Beverly Hills, cali¢

the calling of a specisl meeting. of. the
€t the principal place of busimess of the corporation in Nes York
on Tuesday, April 26th, 1988, at the hour of 2:0° ofcloes P.M, i

»

WESTERN UNION MESSENGERS ARE AVAILABLE FOR THE DELIVERY OF NOTES AND “ACKAGES

——_. * ——

Boe

ré of Directors tc be. 7 a
ie

United Artists Corporation
, By Loyd Wright, Seeretary.
: TEL VAG
Charge to Loyd fright 5.
1125 Bosrd of Trade Blae. é ae

* : a>

4
ar ear ¥ ie Baie Senet RS
—s e > x
: ~—f-% 25-3 - ~~~
- = ae ‘~
‘KNOW ALL MEW. EY THSSE PRES geTS that the undersivned

TEE PICKFORD CORPORATION, corporat Lon, poate ty of FOUR
THOUSAND (4,600) shares Py the me of UNITED ARTISTS
CORPORATION, a corporetion of the State of Delaware, does -
hereby sproint Mary Piekford, or in her _ebsence @ &. McKay,
a . 4ts true and lawful attorney with full power of substitution’
and revocation, for it: and in its name, to vote es its proxy
at the special meeting cf the stockholders of said company
are to be Weld on-the 26th day of April, 1936, and at any _
adsourngent or adjournmerts' thereof; ‘thereby ratifyins an!
confirming all thet. said attorney or substitute mey lawfully
do in the premisese

WITNESS the execution of this proxy by the seid

THE PICKFORD CORPORATION this 21st dey of April, 1955-6

THE PICKFORD CORPORATION -
~ * -
eens 2
whe : ~se

KNOW ALL MEN BY THESE PRESENTS, that the under-
signed, JHE PICKFORD CORPORATION, @ corporation, hoider of
FOUR THOUSAND (4,000) shares of the stock of UNITED ARTISTS
CORPORATION, a corporation of the State of Delaware, does
hereby appoint MARY PICKFORD, or in her absence Ne A. McKAY,
its true and lewful attorney with full power of substitution
and revocation, for it and in its name, to vote as its proxy
at the annual or any special meetings of the stockholders of

Selb company, and at any adj ent or adjournments thereof;
hereby ratifying and confirming all that said attorney or :
substitute may jawfully do in the premises:

This proxy shall endure until revoked. :

WITNESS the execution of this proxy by the said
"THE PICKFORD CORPORATION, this 22nd, dey of April, 1938.

MINUTES OF SPECIAL MEETING OF THE BOARD OF
DIRECTORS OF UNITED ARTISTS CORPORATION.

i

The Board of ici ceil oii United Artists Cor-
poration met in special session of Wednesday, April 20th,
1938, at the hour of 2:00 O'clock P. M., at 202 North
Canon Drive, Beverly Hills, California, pursuant to notice
given by the Secretary as ordered by the President, and in
accordance With the By-Laws.

Dr. Giannini assumed the chair and upon roll
call it was ascertained that the following Directors were

present:

Dr. 4. H. Giannini, C. E. Ericksen,
N. A. McKay, and, James Mulvey.

f
There was also present Mr. Loyd Wright, Secre-
tary of the corporation.

The chairman announced that the, purpose of the
meeting was to consider a request for call of meetings to

be held in New York City on Tuesday, April ‘26th, 1938.

Upon motion duly made, seconded and unanimously ~~~

carried, it was,

nities ‘

journed.

i fe
,

RESOLVED, that the Secretary.be, and he is
hereby instructed to call a meeting of the
Board of Directors of United Artists Corpora-
tion, to be held at the principal office of

the corporation in New York City, to-wit, 729
Seventh Avenue, on Tuesday, April £6, 1938,

at the hour of 11%00 o'clock A. M., for the
purpose of considering changes in distribution
contracts, amendment of the contract with 3 gs
Murray Silverstone, and for such other business
as may lawfully come before the meeting; and,

Be it Fut th es,

RESOLVED, that the Secretary be, and he is
hereby instructed to call a special meeting

of the Stockholders of United Artists Corpora-
tion to be held at the principal office of

the corporation in New York City, to-wit, 729
Seventh Avenue, on Tuesday, = a 26th, 1938,
at the hour of 11:00 o'clock A. M., for the
purpose of considering the amendment of Article
NINE of the By-Laws of the corporation, and
specifically to consider amending the said
Article to provide for a majority vote in
liew of and instead of requiring eighty

per cent affirmative vote of the stockholders
as now written, and such other business as may
come before the meeting.

There being no further business, the meeting ad-

eae

e------—-———

: President.

-2-

a it ali 2 . > +s ar tee ‘ oe 23 ee
bg: ee ee oy ts pout “
POLIT ALAA é an de ad « wee
. ee ’ ‘Se : ‘ “
one t ‘ , Va : é . - 3 ; e tix
@ y o
- - ; = oc
¥ONGTZS. G¥ THE REGULAR COEPING OF THE NEF eouriv2 t LY TTPES .
* ‘OF UNITED ARTISTS CoPrOrATION HRLD “THE OFFICES OF THE — |
COsPULATION,® FE: SEVENTH AVENUE, wo ae PE-GiTy, ON THE - ee
~_ a: . TWENTY-f£ThotT DAY OF APPIL, LBs :
‘ yee . a aecnwesasesatoecasasesesace ; i
z a» reevler neotine of the Executive Coz sittee. af the a

United artists Cor-orvntion wes held on the twenty-first day of
April, i9Se, st elever o%c10¢ wee £5 beciosad et the offices of

There were svesent: é 3 | Ne
| ‘ . ceorge qs Schuefer, oe : 5
Dennis F. o*Srien ,
~~ Cherles Schwartz,
constituting-+ quorum of ‘the Executive Comrittee.<
There were f&iao pregenti 7. ‘ ; Be : fos
@ >
art nur W. Keily, ye Vice Precicent, =
Herry D. Buckley; = Vice i ent,
—anenn ne - Herry da Muller, Treesurér
Emeruel Siiveretune, oie me Froduesins, Bi
Te He . — ee tae : : om
@ se AENE Peul. c*érien, : Attorney.” ne =

; - .

Smee Oe “Er. George T. Schaefer agted cs Chsimes ef the weeting, ~~
Mr. Psul O'Srisrbeted +s Secretery. res a
; Mr. Peal C*Brion regorted thet eafiae of tne minutes of .

the, reetlag heic on Aprit lh, 1s, hed Been sé€nt to #11 the parties |
in‘interest, an¢ it wes coved, ~ getonded and ese ee:
2s Ge ‘that the eforeset mn. dutes be “eperores.

>: pista LENE Ss : eee!

wr. Dennis r. OtBrien ~ejerteat

~

: “le That theAttorsr ay Cenerel*s office wes oondueting en

investivetton of the Fox Yeat Coset aitwatton enc -ursuent thereto —
hed expressed s re: uest-+--execine-certsin Tttss creceoeuments im”

the Los Angeles Exchense. Yr. O'Srier steted thet he-hed cone
sultec witn Dr. Giannini concerning thia request. it was noved, —
geconcec anté unsnpimously A Fg RAEALT OE

>

—jotatiy pete by

RESCLVED, that course. asve’scuthority to. take
= such stecs es they mi¢bht deem sdvis-
able “in the matter in eccedcin: to
the Governrent*s recuest.

right. be euth tized to &pperr for the cefencant United ,
Art On Bad to -f3 t eo eth

Mr. C*3rien reported in ceteil uson the fects uoon which this
sction is besed. It is predicted upon the enti-trust Lews.,

&. Paine yv. Er 2h: Wr. O'Srien reed e€ rerort uoon the nae .
ture of this sacticn-which hed been presered by Vr. Pepper, of
Wr. O'frien*s office. - The eetion ie besed uvcn the cisin of --
Peine, represexting the Music Publisher's Protective Associa-

ticm, «zainst Erpt, t the effect that Eres was delincuent in

“the payment of ragrities due ucon cusie used in the vericys
pieture producti.gs in foreign territories. . "

_ Frpi's contention is thet the Associ-
ation hed no righte to-e-nfer tn the foreien terr't&ies in which
Erpi sought « license fee end therefore Eryt te uncer no oblize-
tion to pay eny iicense fee when n> consideration is offered.
Erpi, in its settlement with @arners and Peremount, respectively,
assumed tigir possible liebiliity in this isw euit. This repre-.
sents ebcut COf of the ciaim, The cther 40% represented pic-
tures orovuceé by Metro, Fox, Universal and United Artists. |
Broil hes notified United artists thet Broil wee ecting tn « rep--
resentstive cepacity, with the exception of the 69%. It sim-
Lierly n-tified the other compenies-¢ eG .seked them ts come in .-
ena defend. It hed deen suscested thet the other eqmpeantoes
representing the 40% jointly should expioy Julien T.'absles end

Be Finkelstein, of Schwartz. and Frohlich, tc defend ther in

the suit. The Qounsel fee for these two attorneys wea to te -
five.c representing the 40%. This
counsel fee wes $10,000. to Julien T. Abeles and $2,500—to
Henry Finkelstein. The fee is t> be borne in proportion to . =
the dameges sought from eéch company repectively. Any expense ——.
involved in the suit would neturally be borne by the producera
whose pictures were concerned, 2nd it wes resolved thet this
liabi.ity should be referred to eceh such roducer. The United
Artists’ shere of tte fee is eporoximately 12%. It wes

+ Pam. oa

Mr. ©*Briep-repouted thet e libel ection

: yest -B CS ee Bat ac wn
RESOLVED, thet United artists should serticivete
{n the ecunsel fee according te this
roe plem, but in doime ss should not adrit
? eny ifabi lity over tc frpi in the event
_ Pleintiff wes: successful.

4. Brecley v. United Artists end Weiter Wenger.
hat teed started {a

the State of Vertiont besed wocn Sone convers: tion in the. fencer

roduction, "I MPT MY LOVE AGAIN®.

Mr. Poul O'Brien resorted thet he hed referred

this action to Loyd Wright, as ettorney for wslter Senger, with
e wotice thet the producer wes uncer obligetion, byvirtue of >
his distridyticn contreet, to_indernify United Artéste in ery. ~
setion such «s this end hed the FIeAt to come in end gefend. Hr.
Loyd Wricht héd resiled that the sroiucer hed aisco heen served
‘in this s:me ection end that he would instruct United artistes
i Fees counse” of the procedure that the. producer wished ‘to

o OW. |

Wr. Buckley resorted:

Vises Fameey, Mr. Kelly’s secretery, soucht «a iosn of
$100., to be nsid beck in weekly payments by © ¢ceductionot $5.00.

from her salary. This loen was aporoveg..
|} Me, Kelly'’reported:

emer eceenttne nme tne cee — icici

hha tient

‘

‘purchese bleck end shite srints for heal Oh two_pictures.in Italy, _
the cost of the surcNase of Téchnttclor gpa git wes sua+

Suggestion that Technicolor be pefd for Suchprints in Itsiien
lire, thet ta, bi lire. -¥r. Kelly was su
eiais metter uc with Mr. Mulvey. e

&. Fe Bexiccn picture “REFUGEES IN kADAID®. Mr,
Seidieran, United sertiets represent«tive in Mexico, hed revorted
& wery fi pleture in "REFUGE¥S IK LADRIQ®, withthe suzcestiin -
that. United Artists surchase it in view of the erect success it.
hed hed with "KANCHO GRANDE®,. fhe rights were for south of
the Rio Grande, excluding Mexico ard Spein. The terme suzcested
were $25,000. agsinst distribution on terme of SOY w the distri.
cutor and 504 to the producer, the $26,000. t- be reesused from

bf

v rae csi
é ofa

s

the roducer*e share.” Mr. Keily sdévised thet ne hec sent
Mr. Gould to Mexico to look «t the picture end negotiete terms.
It was ° -
2
RESOLVED, thet kr. Kelly $e suthorizec to, rocesd- to
sel curehase the picture efter woittenm epvroval
of the picture by \r, Goulc snd efter consul-
‘tetion with Mr. Scheefer, the terms of the
; " purehage to be in nc event more then $25,000.
- egeiust » 50-50 clstribution split. ‘

3. AYrcontina, kr. Keily reported on the »ossibtlity
of the finencing of th: sroduction of neticnal »leturasin
Arrentine. It wee re usstes thet Yr. Ke.ly resort rore fully
uvon this situetion. . :

Mr. Muller resorted:

i. A Ceovle hes Ween received from Loncen, dsted
Aprii dl, 1935, sdvieing of the oyrchese of $71,900 of Iteilan.
Trecsury Bons st 92,968, seturing July 31, 1940.” (THe ciscolat
of 7.04% repreacnts interost st % per erinux from the cate of pur-
chese to date of returity. The cost pf these bonis +a
Lire 1,273,268.45, which, ot the of fidBl rete of 19105, Is
@cuel to $66,555.24. p38

The prospective eaie of theses bonds et 27h discount -

hes fellen thrcueh but guc> bonis cen now be sold in London st |
39°@ A@iscount, which ts ecu‘ velent to-S5%. on actuai cost to Jnited
Artists. Loniom strongly recomrende@ the eele at thts wi iseount.
However, Sr, Muller steted thet he hed consulted with Goldwyn apd
Reliance, the crinei:cl procucers invoived, end they, es weil es
the members of the Executive Committée rejected this sropésel. :

2. The Incis Office received the foliowins bills ror
_ services rendered in connection with the Indie Income Tax for the
yecr 1934: ; .

.
Se NS NG poe ol ~

Crawford Beyley & Compeny

This emncunts to «<pproximatesy $359, et the presént rete of exe
ohenge. It was ;

RESOLVED, thet this wees 2. producers’ charge on abould
be cherged to the six *rocucers tnrolved in
6 feir ratio. . oe

° u : ae “ ¢
= % > eerste _. mnt
= - J . %
& a LQ o =
ne i
- or te I - —s" d X >
* - —— .
o ,
° abe
5: ee ° iN = ‘
o-.— \
3 S
. é » ‘ e nee Bb
> . :

ee Ketiy Teo ted thet this tex wes uoon the net
end-B t won the entire oro weers*-snare. The Indies Government
woule permit em glloceticn of the negetive costs to in¢tfa to
be cherged tzeninst the »ro ucers’ ehere in este cii@img the net.

« Am incuiry #8 to whether the «a locetion wes precteatec upon orintse---
OF Upon pest experience wes referred te Wr. Fuller for reply. ‘

pense be rennn nne he MULL OS_abeo Teperted: «:- Be

S&S. On June 6, 1933, H. J. Butler Sros. Inc. cernishee
the selery of Joe Woou.s. Woo s filed « pet ticn-in benkruptecy
‘tna Unitec artiats wes se-wed with a copy of #n ordcr enjoining “6
Butler Bros. from colisctt in eny wey except throuch the danke
Tutey proceedinoe smc staying United srtiate Corvoretion from
payine montes which !t-mey heve withheid. Tt is now uiscovwe
ered test Woods Fei.ed to-vecure his dischsree in benkruotcy.

Ab ut @ yeer efter the fijine of the-petiticn im benk-
ructcy s notice of e lerge gern’ shment was served uoen the Cor-
porstion, From that tine om, until Woods left the ex-loy of
the Corsoretiom s few ronthe exo, tmited arttets withhel 10%

of hi8 Suler;y under s«eic gernishnent Furthé: gurnishmente were
served but not honored beceyse of the pricrity of the larce
gernishrent. F --

. The ettorneys for Butler Bros. sre wiilins tc settle
=. for the face smount Of the garnishment, nepely $140.27. Counsel
recomends thet United Artiste settle for this sum «nd seve in- -
terest rnd costs. It was so moveé snd eporoved.

4. The Le sl Committes;-tnrouch the Heys Oreentamtion, :

recuests the following peyrente: - o

(1.) Mopené ¥. Twenttotn Century-Fox. ae as
Yomend v. Griffith Bye tactiad ate et Gi.

These sre anti-trust suits. ‘There tas
fun. recuired for derense in tre sum of _
_. $754. _Dnieed-neet: =Teted-

© 1s $35.62.

BE BS oat att BD Be an ems

(2.) Fuller v. Twentieth Century-Fox.
Fuller v. Viteerenn, : . oat

This sotion we8 settiecd for £2750. United
Artiste sromreted shere wes $205.22,

—————

Paynent of both of the ebove pro-rated sheres wae epproved,

- we

‘ Aga $28 —
ae a

a

Wr. Muiler ¢.ve tae ectimited income and orefit and .
loss for the three months erding April 2, 193é. =
> aes _ here being no further business before the meéting, Spars:
, the sare wes upon voti-n duly zece@ end seconded, edjourned. - pe:
se : . ‘ : em, ‘ pert \ Seeeneern anerenmecmmens EP ee
o Sai ae : “g = Cingak nan —_— ~ eect
- : eee ; ane. i=
Paul en
: * : “"-- peoting Secretary.
¢ | € 7. : Pe :
se ms en ea ‘y

oe

MINUTES OF SPECIAL MEETING OF THE BOARD OF DIRECTORS
OF

ed

UNITED ARTISTS CORPORATION
4 Speciel Meeting of the Board of Directors of United Artists
Corvoretion was neta om-the 26th dey.of April, 1955, at the prin-
cipal place of business of the Corncration, No. 729 Seventh Avenue,
New York City, at eleven o'clock A. M.
There were preagent the following directors:
Dennis F. O*srien
George J. Schaefer
Cherles Schwartz
Edwerd C. Raftery
Janes Mulvey. pasmvaien
C. E,. Ericksen
David Rose —
Alexender Korae, .
constituting a quorum.
There were eiso present:
Mary Pickford
~~ Samuel Goldwyn
Emenuel Silverstone.
~ ; Miss Pickford acted as Honorary Chairmen of the meeting
(Mr. George Schaefer, Vice Chai ) end Mr. Raftery acted es
Secretary.
‘ ‘* = > *
Mr. Raftery presented to the meeting a due notice of :

the calling of the meeting, duly executed by Loyd Wright, Secretary

3

of the Corporation. The Chair directed that ssid notice be affixed
to the minutes of the meeting. . :
The first business to come before the meeting wes the

question of 4 decleration of 4 oni It was moved, seconded

and unanimously edopted that an tnteriz dividend of FIVE HUNDRED

+~

- - a aed SE EE a fe

_ THOUSAND DOLLARS ($500,000.) be declared to stockholders ©

of record as of April 14, 1938, payeble as to one-half

thereof on the 30th day of June, 1938, or such < neer
t

dete as the Corporaticnmay find convenient, «end balance .
on or about January 1, 1939, or such ocher neer dete as
the Cornoration may find convenient.
—_ second question pred@fnted was the proposed
mshitinentt of the Producer-Stoc ider Agreementes® It eee:
moved by Mr. a Sees and seco by Mr. Rose thet the
Proiucer-Stockholder Agreements be emended in the following
partic ulers: 4
(a) The Host favored nation cleuse shail be deleted so
that the Corporation shali bde enadled, by a mejority
of tts stockholders; to give such favored terms as-
the said majority of stockholders may think fit to
such other producers of motion piot\res as’ in each
case may he thought aesMple,. without eny altere-
tion in the schedules which concern the distribution
‘contracts of the stockholders themselves, and with
the further proviso, that at all times, the terns
, of the Producer-Stockholder A-reements shall remein
the same on world-wide distribution. f me
(>) With regard to the current Contracts of the stock-
holders, the schedules thereto shall be altered so
‘ thet the distribution percenteges as regerds the

British Isles and Cenade sheali be reduced from thirty

{c)

(a)

per cent (30%) ta twenty-five per cent{25%) of the
gross receipts, with corresponding changes as regards
the burden of exnenses throughout the columns, 4s
from the first day = Jenusry, 1954, ana e}i accounts
will be adfusted end peid accoréimeTT ES soon as
practicable. oes ‘

For the purpose of benefiting Stockholder-Preducers
and such other producers as the majority of stock-
holders shall from time to time and in each case de-
cide uoon as from the ist Jemucsry 1936 there shail

be created what is hereinafter celled the "Producers
Fund". .

The right to share in the Producers Fund shail be
expressly bimited to Stockholder-Producers and

such other producers distributing through United
Artists Corporetion upon terms and conditions at
least ecually favorabie to the United artists Cor-
poretion es the terms provided in the Stockholder-
Producer Agreements. No producer granting or obtein-
ing special territcriai or local distribution es dis-
tinct from world~wise distribution shall be entittedé
es regards his special territorial or local films

to shere in the Producers Fund. :

The net profits of the Corvore‘ion shall be those of a

consolidated balance sheet and profit and loss account

a

4e

tenets
ttt tat

re ete

including all associated and subaitiery companies end as __
hereinafter defined will be as trot the lst January
58 dealt with as follows:- the*firdt 250 ,000
Dollars of net profit shall be set aside as “aveilable
for distribution as dividends amonst the Stockholders °

in and as of each calender year during the period of

this Agreement, subject to distribution on direction

of the majority of the Boerd of Directors, and the

next 250,000 Dollars will be in respect of and as of

each cd endar year be distributed amongst the producers
entitled to perticineate in the Producers Fund. To

the extent thet there shall be further net profits aveil- °
eble for distribution, the Producers Fund will be eee
entitled to 50% of the surplus, and the remining:

50% will be evaileble for the dividend amongst tHe
Stockholders to the extent to which the Directors

in each Cakenaar year shell decide.

As regerds net profits, they shal’ be escertsined i .
efter proper sfovisdoe: end deduction for contingent
liabilities,and such like matters as any prudent

msn would edept in the course of carrying on his
business. Zz

For the purpose of ascertaining the net /profits,

capital ree ur losses in respect of any invest-

ment or asset of the Corporation and any interest, "

dividends or annual revenue from any investment or
agset of the Corporation, are not to be taken into

sane ae tiis elhgali : bik eae ee eS OO :
0 en ee a ee ee COE io eee ENS, RRR Oe PERO, ERS. ey ga Te

>

» (e)

éeccount.
To prevent any dissension bei=een (a) the Stock-

holders-amonecst themselves and/or (b) the Stock-

. holders and those entitled to the Producers Fund

and/or (¢c) the producers, ‘the decision es to what sheli
be such net profits shall be lert entirely to “essrs.
Price Weterhouse & Co., or any firm of like standing $
to be chosen oy the United Artists Corvoration as
Audits, and the certificate of eny -artnerfor

that firm, whether e New York or a Lonéon pertner,
Shall be finel end conclusive between the perties
above mentioned in this clause.

Inasmuch es the 50 per cent of net profits payable
to the said producers is ap expense of the business,
such Auditors shall be &_lowed end shall determine
in respect of eubsidiery or assocteted colipanies ees
which.of them and to whet extent, in particuler
territories, shall bear e participation in the burden

of such expense and shall ashe the recessery entries

end adjustments in the pccountins books, not only

of the United Artists Corporetion of Deleware but

of €ll the said subsidiary end essocieted companies. eer
Each of the procucers, includine the Stock-

holder-Producers, who shall be entitled to pear-

ticipate in the Producers Pund, shall be allocated,
' % “1

from time to time London Film Productions will bé in e position ——

fit the celender year ir which Seme shall be able to

be distributed, their participation in the proportion ’

of the respective producers’ receipts fror world-wide
distribution to the totel turnover of the participating
producer# receipts from world-wide distribution in the
perticular yerr, Inasmuch es the accounting will take es
time, the amount peyable out of the Producers Fund will

not be payable until the 30th June in the following 3
year or such later date as the seid Auditors shall
sertity the accounts, the said Auditors being instructed
to use every endeavour to deliver finel accounts to

the Directors of United Artists Corporation by the 3lst

May in each year concerned.

Mr. Schwartz asked to be recorded es "Not Voting" and he
was So recorded, The remainine directors present voted in
favor of the résolution and the’ resolution was sarkes- "Passed". _————
. C Mr. Rose moved, seconded by Mr. o*Brien, =

WHEREAS, London Film Productions, Ltd. is the owner of i

Denham Studios, located at Denham, Uxbridge, Middlesez, England; eet
end A.

WHEREAS, Alexander Korda is Manaeing Director and Chairman
of these Studios; and

WHEREAS, the Studio facilities are of such an extent that

to rent said Studio to so-called outside producers other then... “s
either Alexander Korda and » LRhgn eS eet aaa; : end a

WHEREAS, United artists Corporation does not wish to
interfere with the rient of London Fiim Productions,’ Ltd. to
lease seid Studio, production? techni@el end artistic
facilities, or any part thereof, to so-called outside producers,

NOW, THEREFORE, be it

RESOLVED, thet orovided neither Londoh Film Productions
: Ltd. nor Alexender Korde participate {n the
. production of so-called qutside films produced
by so-called outside procucers, and provided
further neitter the name of Léndon-Film Produc-
: tions, Ltd., nor the name of Alexander Korda,
© shall in any wise be cénnected or identified
with eny so-celled outside films produced by
so-célled outside producers, United grtists
Cornporetion has ne objection to the said London
Film Productions, Ltd. securing such rental
arrangements with so-called outside producers,
whether such rental or leasing arrencements be
es pete of a fixed charge or based upon
/ & particicetion in the profits, future earnings
"or receipts of said outside pictures.

P ‘
The Secretary then resd tothe meeting e telegram which
had been sent to the-Searé-of Directors, in care of Mr. Raftery,

which reads as follows: =k >.

"I have been informed thet a majority of the
' stockholders of United Artists Com oration
heave expressed a wish that Mr. Murray Silver-
Stone be elected Cheirman of the Executive
Committee of the Corvoration and accordingly
I hevewith meke such a recommendatim and re-
spectfuily request thet at the meeting of
the Board to be held tomorrow the necessary
action be taken”.

Dr. A. H. Giannini" :

- Narn gle, ; : spend sek Y os
Ot tegen « Bo IPS {5 e ee ee Ae, eur al 4
GER GTPE EL ae Ee S EP IS Te pe ee AT Oe ate ast ee Ae

_ Mr. Rose moved, seconded by Mr. Korda, that the -=
Corsoration engage Murray Silverstone in an executive cane
“acity to be known as tts Chairman of le Executive Committee,
or General Manager, or such other desicnation eas the Board
‘ey fix, for a period commencing with the date hereof end
upon such term- and conditions as the nee oration and ar
Siiverstone shall mutually agree upon in writing, but 3
which writing among other things will contein the following:

(a) That Mr. Silverstone shall maneece the affairs and
business oP thie Corporation subject to and un@er tne
direction of the Board of Directors e¥d. ei thout inter-
ference froti any ‘individual stéckholder ant adireetor:-———"

(b) That he will be expressly empowered to engage all
personnel of the Corporation end associated or

subsidiary companies together with full power to

oy Sc te nite

discharge eny member of the personnel eithout

' interference from any individual stockholder or

director. :

(c) thet be will be empowered to reorganize the business

Soe

of the Corporation in order ts effect such eodhbintes
as will be for the best interests of the Comoration.

(4) The powers given to Mr. Silverstone pursuant to the
orev sfons of subdivisions (b) and {c) shall be
limited in the following respects:

PER io efter Sea PIN

a

om any employment agreement for & period of more

(1) Mr. Silverstone will not™commit the,compeny

then one yeér or for a sum in excess of $15,000.

* without the consent and epprovai of the Board of

---8 —

. Difectors.

(2) Mr. Silverstone will not,accept eny films for
world-wide distribution through the facilities of mi
the Compration without the consent of the majority

of the Board of Directors, Mr. Silverstone, however,
being expressly empowered to teke on for local distri-
bution outside of the United States of Averica 5
as distinguished from, world-wide distribution
any films which in his judement will be for the 3
best interests of the Com oration end upon such terms
es he shall decidé, tut if eny cesh advance Sr gusr=
enty shall be recuired of the Company (other than
advences for prints, edvertising, duties, censor-

ship, kontineent and similer fees, dubbing, .super-
imposing end other incidentel expenditures in cornec= —
tion with distribution ), the congent of & mejormity

of the Boerd shell be recuired.-

(3) Mr. Silverstone howéver shell not have any

richt to deal with matters which wiil te expressly

reserved to the Directors or Stockhelders, as the
case may be, es regards the capital and finenciel ~

10.

structure cf the Corvoration.
(e) yr. Silverstone shell also generally supervise
the menegement and direction of #11 subsidiary and
vaffiliates of the Corporation,-under the direction
a Waa “ or the Board of Directors: - -
(f) In cas@ any powers hereinabove givento Mr.
Silverstone cannot by law be delegated to him :
bythe Board of Directors, then such powers shall
be deemed to remain vested in the Board and gach
powers she_l be excluded from Mr. Silverstonets
powers, without effecting in eny wey the other ac
| velid powers end the validity of his employment,
end both he end the Compeny sheli remain bound ;
thereto Batis compensation shail not be dinintstee—
: or. ef feoted_ay febson thereof. e ; |
~ tala Theat es soon es.the new written o> ntract +8 Oxecutes —
by the Corveretion and Mr. Silverstone, employing
him es aforesaid, there shail be executed by Mr.
Silverstone « cencelletion of his present erist- .
“saxjing agreement with the English aha Continentel
subsidieries of the Corvoretion. =
Mr. Schwertz asked to be recorded as "Not Votine",
end he was so recorded.

Mr. Schaefer askec to be recorded as "Not Voting"
as he wes not @ sfockholéer of the Corvoration. All of the

——

rt”

rerining directors present voted in favor of the regolution,
end it was marked "Passed." ae
At this’ point Miss Pickford, Mr. Goldwyn and Mr.
Korda expressed to Kr. Schaefer the stockholders’ Sppreciation >
of the excellent utirk cone by him end his steff in the domestic
distribution field. Mr, Schaefer in turn expressed to the Ba Seno
stockholders present end to the Bosra his loyalty and willing-
ness to work with and cooperate with the Board ‘end Mr. Murray
Silverstone in an effort to promote a finer and better United
Artists, | | |
At this point Mr. Murrey Silverstone was @lled into
the meeting and wes adviced of the action taken by the Board,
and counsel were sreetee to pra ere the necessary” eereement be-
tween him and*the_ company. : a :
ast It wes then moved, seconded and unenimously edopted
thet Major Cherles Tebey be appointed the Statutory Asent of
the Cornoretion in Trinided where the Corporation hes recently

opened 6 sub-branch.

4

Mr. Scheefer then reported to the eeting thet a
recuest hed come from Pendennis +. tiuse-ewer to Pendennis
monies the Corporation hea eccoumileted from the distribution
of Pendennis pictures. “He also reported thet certein additional
Gocumert= would heave to be secured from London Film Productions,
Ltd. Mr. Korda expressed « willingness to execute such docu.
ments and it wes noved, Seconded end unenimously adopted that

’ ~t ; > poset cae wie: ' »Y»
ae Sas ee. pak OR 4 fg apr’ wh, Tees ig Seep eR ee
eae Sen ne OE, ES RNY Dea RR EN Sa Re ef
[eer a -~se o

PPS, |G ey wt FE OE aay

12.

the Corporation meke the aforessié payments to Pendennis unon

ommend ‘

receint of the seid Goctifents, aiter the same had been approved
by céunsel. e

Mr. Reftery then read-to the meeting e letter which
was tc be written to London Film, es follows: ”

"LoriGdon Film Productions, Ltd.
Denham Studics

Uxbridge, Middlesex

England

Dear Sirs:

pegerd to your request for permission to sell

wfeteation gt Biggie: ri ute of the literary pane
Paramount, please be sedvised

thet elthough we do ie heh ove ou need our consent
to séil suc 3° perty under existing contracts between
asl ch we do gledly give such consent.

However, the givine of such consent must not be pK

construed by you'a ou the right, in the event
Le proiuced” by Beceeuset’ at our Denham

— io use th on of either mat at fin or
she or form in connec-

th hf ra doen’ "it ith RES
on aa nor eee ve either
tHe ah boflibLats ify fn°th gf he 5 of
any thistopiay’s +9) y’ Paramoun et your studios.
: Yours very truly, «
UNITED ARTISTS CORPORATION
By bal
Mr. Schaefer, as Vice President, was directed to
execute seid letter.

‘Mr. Silverstone presented to the meeting a request
i = ster

? ’ - 4 * < .
2 ety es * at ee = - ese. i A ite oe = -
a Ve a ee ee eR. ee BO yl ee ee ere” mee ST et tie eae ae ee ne ee ey es

fem Dr. Paul Czinner, recuestins that he and Miss Bergner

. @

be permitted to postpone their contract for gre picture sc
thet Miss Bergener end Dr, Czinner could render services to
some other company in one picture prior to compietinz their
United Artists contract.

It was the dantnas opinion of ell present thet
the recuest should be grented end Mr. Silverstone was directed

to hendle the situation.

on.

There being no further business before the reeting,

’ the same was upon metion du made seconded, sedjourned.

Le i te ttt tenes! >
i. of
“2
€
- ~.
mee:
5
. _—
Sooner
¢ *y 7

‘COUNTY OF LOS ANGELES.

Bee
*

STATE OF CALIFORNIA, ~
SS. a

LOYD WRIGHT, being by me first duly sworn, deposes
and says:

That he is a resident of the. County of Los Angeles,
State of California, and is an officer of UNITED ‘ARTISTS
CORPORATION, a Delaware corporation, to-wit, the er
of said corporation. . :

That acting in his capacity as Secretary of said
corporation and pursuant to its By-Laws, your affiant did,
on April 20th,1040,—send-e-notice-of the time and place of
a@ special meeting of the Board of Directors of said corpora-
tion, said special meeting having been called for Tuesday,
“april 26th, 1938, at the hour of 11:00 o'clock A. M., at the
Sr incipal place of business of the corporation in New York .
City, to-wit, 729 Seventh Avenue; that said notice was sent
by telegram as required by ‘the By-Laws of said corporation,
to each ‘Director of the corporation, and that a true copy
of said notice is hereunto annexed to this affidavit.

SUBSCRIBED AND SWORN TO
before me this 20th day

line a7 é 8.

Notary Public in and for
said Younty and State.

Prin, “ene -
a

ee aa Cee cee me es

5 a: >

WESTERN

*° *& were NEWCOMB CARL TOM 4+ G. wa.ever
eeesren? CHAIRMAN OF THE BOARD ree! veces rete! pent
= —--_---——— ——- TN

WESTERN UNION MESSENGERS ARE AVAILABLE FOR THE DELIVERY OF NOTES AND PACKAGES _

Fo Western Union:

—

a

Pt Bille
ek weep
be ae ha x

eta

a

the following message, svb/ect to the tema on back heweof, which are hereby agreed '

Los Angeles, Californie
April 20th, 1988.

oe : se ae 4 7
Ms a Rat he ? 2h Fo
Co hb ee ee ae Ste’ S cme MEGS y

Please send the attached telegram, DAY LETTER, to those in the Untted
States anc night letter ts these In Lonéen, as follows:

br. 4. H. Giannini, £O£ North Caaon Drive, Beverly Hillis, Csliforntzy; -
Mr. Be. As Wokay,- 1541 North Formosa Avenue, Hollywood, Cxliformie;..«.

“r. Chartes Chaplin, 1416 North La Bres Avenue, Hollywood, California;

Cas. Dennis F. 2*Brien, “nickerbocker Bu fer York, ". Y; “aa
Mr. George J. Schaefer, ¢/o United Artists, Seventh ive., Rer Yor; —
ir. “narles Schwartz, 14°50 Brosdway, New York, N. Y;
ir, Edward C. Raftery, nickerbocker Building, New Yorlg, F. ¥; -
ir. James Mulvey, c/o United gh pone £3 Seventh Ave., New Yor;

ee eho t Bar As

ir. ©, E. Bricksen, 104% Borth Avempe, Hollywood, Celif; _ oi
Mr. D. E. Rose 1041 North Fornoga Avenue, Hollyeo California; 2
“Mr. Alexander Xcrd:, e/fo bondon films, #2 Grosvenor

Sir Connop Suturie, * Pte eee = °

EE SS A Pits 7 >.

=) WESTERN
UNION _

oe ————-- ——_ -—- ~~. —=
—

—itbGeee eee o-tice that a special meeting of ae ae ae
the +oara «0 Direttors-of United artists Cor cretion is here gelled. ae
to be hela om fvesday, April ffth, 1938, at the hour Sf 11:07 5° eloer 2. Moy
et the principal -lsce of business of the corporation tn New York City, aa
to-wit, © Seventh Avemue, for the purcose of e-nsidering changes in dige a
Celution contrasts, amendment of ccntract with Murrsy Stliverstone, and for
Such other business cs mzey lawfully cme before the sesting. This cait =
4s sent pursucrt to resolution adopted at the svecisi meeting of the 5c :
of Directors of seid corporation held at 902 Sorth Canon Drive sa r |

_Eills, Celifornie, om April 2°th, 1929, at the hover of 2:9° ofclocke ?. ¥,

3
;

Los @ngeles, Caltfornta, a
:

\ United artists Corporation,

ff

: By irtight, ceeretary
Charge to Loyd fright — thi =o
1105 Board of trade Bless 7
. — | ee Sor a

ae

“\ WESTERN UNION MESSENGERS ARE AVAILABLE FOR THE DELIVERY Of NOTES AND PACKAGES

ies Shel

j 1206-A
CHECK

ore “uerren| |
wessxor| | terre,
reirran| | ected
us. Ry OU RAM
. —— = .
es aerees
ae ee eee = roommmeernes ~ ~~ SS ~——<=> ae — =

Tt 2

Los 4ngeles, Californie
April 20th, Lok,
Cup. Dennis F. O'Brien, ,
Knickerbocker Building, %
Nes York, B..Ze ,

Dear Cay: Have sent out following notice t- stockholders, in addition to
notice ic Directors. "Please take notice thet e special meeting of the stock
holders of United Artists Corcoration is hereby celled to be held Fgh vada
“oril £6th, 195%, ot the hour of 11:00 o*clock 4. %., to be held at . oFin--
cipel of business of the corporation in Ner Yor City, pores Erin
Seventh avenue, for the purpose of considering the amendment of cle
of Sv-eeeS of the corporation, and specifically to ecnsider anendin, |
said ole to provide for 4 majority vote in Liew of and instead of remiriz
eighty cent affirmative vote of the stockholders ¢s ow written, and =;
such ether bus come before the meeting. This call is sent sure ©
Ssuant to resolution adop &t the special meetifig of the rd Dir

; + SS es ae ee SY fc:

i

f ca
ae

<
+. By, fs

iam

of said corporation held #t 202 North Drive, 8 ills, Celifornia,
on April 20th, 19é8, at the hour cf 2:00 o'clock 6. WL" T call your attent! _

to Article Hine as prepently erittem, providing that the same shall not be
amended except by the affirmative vote of ell the sherehotdet? of the cor
poration or their oroxies. Conse uently, am of opinion that oe Ch
attends méeting amendment eamnot, bé accomplished. I have sritten Char’
Fecuesting that he appoint & proxy if he is not going to attend but hy
heard from him. If you heve any estions on ¢all e
wire and I will ineor others, Dut if I understand Edéts cates 66:
these notices give effect t> his desires. Best regards. %

a Fas

ADJOUENED SPECIAL MEETING_OF STOCKHOLDERS..OF UNITED
ARTISTS CORPORATION.

-—a— ew ewww ene

An Adjourned Speciél Meeting of the Stockholders of’ sn
United Artists Corporation wes held at 2: 00 P. M. on pee Sty
1938, at 729 Seventh Avenue, New York City. “

There were present: -

Elton Corscration, Fs
by C. E. Ericksen, proxy

Edward C. Raftery,
Secretery of the paasine.

Mr. Ericksen occupied esas chair. "
Due to the absence of 4 quorum, the Siakive was ad-
e journed to Fridey, April 29, 1936, at 10:50 A.M. at the princi-
pal place of business of the Corporation in New York City, 729

Seventh Avenue.

> ° we
: aes = =
ADJOURNED SPECIAL MEETING OF STOCKHCLDERS OF
ee UNITED ARTISTS~ CORPCPATION

~

* :
An adjourned speciel meeting of the stositelders of

United. Artists Corporetion was held on April 29, 1938, St 10230 ——
A.M. :
There were present: . ss we
Elton Corporation, :
by C. E. Ericksen, proxy -

Edwera C. Raftery,
Secretary of the meeting. .

Due to the absence of & quorum the meeting wes adjourned

to Thursdey, Mey 5, i9se, at 2:00 P. M. at the Celifornie office,

ae

202 North Canon Drive, Beverly HIlIs, Ce “Lg aR Ye

ward Cr\Refter ——
Secretery of the Be

MINUTES OF ADJOURNED SPECIAL MEETING OF THE
STOCKHOLDERS OF UNITED ARTSETs CorPoRatton.

@ : ’

An adjourned special meeting ns étenkineldess of
United artists Corporation was held at the principal place of
business of the corporation in California, to-wit, 202 North —
Canon Drive, Beverly Hills, California, at the hour of 2:00
o'clock P. M., on Sinivadag May 5th, 1938, pursuant to order
made at the stockholders! meeting of April 20th, 1938, held a

ey

in New York City.

Upon roll cail it was ascertained that there were
present the following stockholders:

The Pickford Corporation, by N. A. McKay, Proxy $
The Elton Corporation, by C. E, Ericksen, Proxy;

—€herles ChagLin, by Dr. A, Hs Giannini, Proxy;——--- ae
Alexander Korda, by Emanuel Silverstone, Proxy; and,
Samuel Goldwyn. : bs |

There were also present the Chairman of the Board,

ee

Dr. ‘A. H. Giannini; Murray Silverstone; Alfred Reeves, Thomas \
L. Walker, Leo F. Samuels, and Loyd Wright, the Secretary of
the corporation. Be
£
The. Secretary reported that ail-stockholders were
present in person or by proxy, and read the nimates of” the

-]-

SSS (seme

s j es Jie ass. Pabst Badin a5 pit Saks
Pee SRN AP COT ah ae PR Se)” OEE ee Sh ye ee ok gs

gS

adjourned wéeting of the stockholders of April 29th, 1936.

Whereupon, the Chairman announced that the meeting was
an.

competent to proceed. ¢

--%

en

It was moved by stockholder Goldwyn, seconded by
. dw,
C, E. Ericksen, proxy for The Elton Corporation, and, tarried
as follows:
<— S$
RESOLVED, that Article IX of the ty-Laws of
this corporation be, and the same is hereby
aes to read as follows: . &

"That from anc after the 26th day” of April,

1938, the Corporation shall not enter into

apy contract for the distribution of photo-

playsfor so-called world-wide distribution

except with the consent of a seine of the -

Board of Directors.®

It was further understood and agreed that the
limitetion contained in this grticle shall not limit the
rights conferred upon the Chairman of the Executive Committee
or General Manager to take on for local distribution as dis-
tinguished from world-wide distribution, any film, which in
his opinion will be for the best interests of the corporation 3 .

and upon such terms as he shall determine.

x & said
There being no further businegs; the meeting j
Cis Mo .

adjourned. : pT.
vy

President.

THE COMPANY WILL APPRECIATE SUGGESTIONS FROM ITS PATRONS CONCERNING ITS SERVICE be ae

WESTERN
_UNION..

4. BOR See ot cw omttar

:
:
’
:

PR scone oF yey Aone -
Fig ere ew eg ng HATANDAND i Calf Tune of reoipt ls STANDARD TIME at potnt of detination. 5

Received at 9486 Santa Monica Blvd., Beverly O38 MAY 4 PM B Be

SQ166 37SPEBBLEBEACH CALIF 4 ‘aie | sj

LLOYD WRIGHT» SECRETARY UNITED ARTISTS CoRP= .
202 NORTH ‘CANYON DR BEVERLYHILLS CALIFS ene

| HEREBY APPOINT DR A H GIANNINI AS MY. PROXY. TD REPRESENT WE
AT ANY AND ALL MEETINGS OF THE STOCKHOLDERS oF abncomeet “
CORPORATION HEREBY REVOKING ANY PROXIES PREVIOUSLY _
S PROXY SHALL ENDURE UNTIL 7
‘CHARLES CHAPLIN

ay

KNOW “Alte “iz BY THESE PRESENIS, that the aiietetamees:
London Film Production, Ltd. ana Alexander Korda, do hereby
constitute and appoln@ imanuel Silverstone tne proxy and attorney
of tne undersi;ned to attend and represent the undersigned at
.& Special ueeting of the Stockholaers of United artists Corpora
tion, to be neld on the 5th day of May, 1938, and at any and all
adjournments thereof, anu for and on behalf of the uncersigned
to vote according bo sug pamper of sbares of stock of said
cornoration wnicn tné uncersigned either jointly and/or either ee
of them would be-entitled to vote if they were personally pres-
ent, hereby ratifying and confirming al. that said proxy and
attorney shall do in-the oremises.

Dated: New York City, May 2, 1038~.
oe os .
LONDON FILM PRODUCTIONS LTD.., “|
~ : awe 7 Butt
by ? f fs J / e
Chairman and Managing Director

* Bors , a . a hewy fo

Alexander Korda: x

Signgd Ih The Presgnce Of: : 9

5 *: -

. P peek "e

I, LOYD WRIGHT, Secretary of UNITED ARTISTS COR-
PORATION, do hereby certify that ~ am Secretary of said |
Corporation. I further certify that at the adjourned
special meeting of the stockholders of said corporation,
held on the 5th day of May, 1938, at which meeting three-
fourths of all of the issued and outstanding shares of said
corporation was represented in person or by proxy and voted
and/or approved in writing, the following amendment to the
By-Laws of said corporation was unanimously adopted:

RESOLVED, that Article IX of the By-Laws of

this corporation be, and the same is hereby

amended to read as follows:

"That from and after the 26th day of April,

1938, the Corporation shall not enter into

any contract for the distribution of photo-

plays for so-called world-wide distribution

except with the consent of a majority of the. —

Board of Directors."

It was further understood and agreed that the limitation
contained in this Article shall not limit the rights conferred
upon the Chairman of the Executive Committee or General Manager
to take on for local distribution es distinguished from world- y
wide distribution;—any film which in his opinion will be for the
best interests of the corporation and upon such terms as he shall ae

determine.

WITNESS my hand and the seal of said corporation, this
5th day of May, 1938.

(CORPORATE SEAL)

ae MINUTES OF SPECIAL MEETING OF THE STOCKHOLDERS
OF UNITED ARTISTS CORPORATIO

Pursuant to notice and call, a special meeting
of the stockholders of United Artists Corporation was
called on Monday, May 16, 1938, at the hour of 11:00
otclock, A. M., at the office of the corporation at 202
North Canon Drive, Bec Hills, California.

The meeting was called to order by Dr. Giannini
and a quorum of stockholders not being present, Dr.
Giannini adjourned the meeting to reconvene on Tuesday, -
May 17, 1938, at 3:00 o'clock, Pe M., or dmmediately
following adjournment of the special meeting of the
Board of Directors, at the office of the corporation at
- 202 North Canon Drive, Beverly Hilis, California.

Ne

Pursuant to the adjournment above recorded, the
Stee of United Artists Corporation reconvened at
the office of the corperation~in Beverly Hills, California,
on Tuesday, May 17, 1938, at 3:00 o'clock, P. M.

Dr. Giannini presided and directed Assistant Secre-

‘ tary Leo F. Samuels to call the roll. Upon roll call,
it was ascertained that the following stockholders were

present, in person or by proxy:

The Elton Corporation, by C. E. Ericksen, proxy;

The Pickford Corporation, by Mary Pickford, proxy;
xine Goldwyn, by David BE. Rose, proxy;

Alexander Korda, by Emanuel Silverstone, proxys7” **

Charles Chaplin, by Dr. A. H. Giannini, proxy. |
The proxy of Alexande. Korda, appointing Mr. Emanuel
Silverstone, was presented to the meeting by Mr. Samuels.
It was set forth in @ cablegram and Dr. Giannini directed
that the proxy be attached to thesé minutes.

The Chairman stated that a quorum was present and
the necting competent to transact business. He directed»
the Assistant Secretary to read the notice and call of
the meeting and thereupon Mr. Samuels reas the telegraphic
notice and call dated May 11, 1938, and the said notice
was ordered attached to, these minutes.

The Chairman stated. that the first matter to be
considered was the proposal that the By-Laws be amended

so as to provide for a Board of Directors of five, plus

the Chairman of the Board, so long as there is a Chairman =~

of the Board. After some discussion, a motion was made

by Mr. Ericksen, seconded by Mr. Rose, that the following

resolution be adopted:

RESOLVED, that Section 13 of Article IV of
the By-Laws of this corporation be amended
to read as follows:

_——

“, Section 13. Humber_of Directors. The number
ef Directors o S corporation shall be five,
and in addition thereto, shall include the
Chairman of the Board, so long as the office
of Chairman of the Board shall exist; provided,
however, that this amendment shali be.effective
when resignations of present Directors in a
number sufficient to reduce the Board to five,
exclusive of the Chairman of the Board, ’shall
have been received and accepted.*®,

— The Chairman directed the Assistant-Secretary to
call the roll on the adoption of the resolution and upon
roll call the vote was as follows:

In favor of the resolution: Mr. Ericksen, Mr.
Rese, Miss Pickford and Mr. Emanuel Silverstone.

Dr. Giannini, as proxy for Charles Chaplin, réquested
that he be recorded as not voting. There were no negative
votes and the Chairman declared the resolution duly adopted.

The Chairman stated that a proposal bad been made
for the amendment of the By-Laws so that meetings of the
Board of Directors should be held only at the offices of
the corporation in New York City. After some discussion,
a motion was made by Mr. Ericksen, seconded by Mr. Rose,
that the following resolution be adopted:

4

. RESOLVED, that the stockholders of this cor~

poration recommend to the Board of Directors

that it adopt appropriate resolutions rescind-

ing prior resolutions of the Board of Directors

providing for the holding of meetings of the

Board of Directors at the office of the cor-

poration at 202.North Canon Drive. ns Svaeunencceme

Upon the statement of the question, all present

voted in favor of the adoption of the resolution except
v

-s-

Dae a he ee ee ee TS abe ik ake

}

Dr. Giannfifil, as proxy for Mr. Chaplin, who voted "No®. cs
Thereupon the motion was declared carried.

There being no further business, the meeting

,

adjourned. P

—*

Ha

President

Attest:

Assistant Secretary

WESTERN.
_UNION ™

The tiling time sbown a ere epee py @STANDARD TIME at pomtot origm. Time ct reesipt # STANDARD TIME at point of destination.

Received st 9486 Santa Monica Calif.

as - CABLE=DENHAM 3. a ae oan? eee
z LOYD WRIGHT (UwITED> ARTISTS CoRPN |
| a 202 NORTH CANON DR BLV BEVERLYHILLS Cattr) UNART1SCO

MOLLYWOOD (CALIF)=

HE me cE 7. ; WOMINATE. AND. APPOINT UNTIL FURTHER NOTICE EMA 2 —

-
tags
we

rise

Cay
3

THERE IS NO DEVENDABLE SUBSTITUTE FOR WESTERN UNION TIME

- Nees
Be Y _ femme \ So a ~ Pee

STATE OF CALIFORNIA, .
j ss.
COUNTY OF LOS ANGELES.

LOYD WRIGHT, being by me first duly sworn, deposes
and says:

That he is a resident of the County of Los Angeles,
State of California, and is an officer of UNITED ARTISTS COR-
PORATION, a Delaware corporation, to-wit, the Secretary of
skid corporation.

That acting—in-his-eapeetty-es Secretary OF Skid 5 a as
corporation and pursuant to its By-Laws, your affiant did,
on May llth, 1938, send a notice of} the time and place y
of a special meeting of the stockholders of said corporation,
said special meeting having been called for Monday, May 16th,
1938, at the hour of 11:00 o'clock A. M., at 208 North
Canon Drive, Beverly Hills, Californias that said notice
was sent by telegram as required by the By-Laws of said cor-
poration, and that a true copy of said notice is hereunto
-ennexed to this affidavit.

SUBSCRIBED AND SWORN TO
before me this llth day
of-May, 193 8.

-Wota and for
said County and State.

err

ON
gf *
3

23 aa wht nthe te on bck hershey red

; Los eles, California
a j . ; “EP ie, 1923. .
fo Western. Unipn: i
E Please send the attached message STRAIGHT WIRE tc those in the United States, a

and deferred or nightletter to London, as follows: a
The Pickford Cceponehioms 1041 Borth Fonmian Avemme, Holl California; —
ny. Seandl te Golavyn, ldal Borth Fo fuses Suchie eeateuseeee =
: : e ormmiose Avenue, x
... Mir. Charles Chaplin, “Tate North La Brea Avenue, Ho gy California; eo
: Mr. Alexander Xorda, £2 Grosvenor Square, London, a
-Dr. de H. Giannini, 202 North Cenon Drive Beverly California; oe
Mr. Snanvel Stiverstone, saz caer foe, Beverly Tis, Coit Califorrtes ee
+ Loyd Wright. Ge
| “2 . Ar ae 3
3 , uomastacnd 3 ie

Fane

Seneio Los angeles, California,
teen _ lay iit ly 1938.

United Artists Corcoration is hereby called to be held om Yendsy,
day 16th, 1983, st the hour of 11700 ofeleck A. Mss et the offices

ty Please take notice that a special ne@hing of the stockholders of
of the corporation reenact wage, to-wit, 202 Northam Canon brive, Beverly 42

st: To c nsider amending the By

so that seetings of the Board of Direetors and stockholéers im the ..<c. —
future will take plece only at the corporetion's offices in et York.” S

Rat ase

- sg ee» United Artists Corvoration,
ak Charge to Leyd Wright, ; By Loyd Wright, Secretary.
3 1125 Board of Trade Bidg. cele

WESTERN UNION MESSENGERS ARE AVAILABLE FOR THE DELIVERY OF NOTES AND PACKAGES

SE ae eee,

9 t > Sean

we

-

I, LOYD WRIGET, Sect otare of UNITED ARTISTS COR-
PORATION, do hereby certify that’ I am Secretary of ssid
corporation. I further certify that at a special meeting
of the stockholders of said corporation, held on the 17th

day of May, 1938, at which meeting three-fourths of all of
ba

the issued and outstanding shares of said corporation were
represented in person or by proxy and voted thereon, the
following amendment to the By-Laws of said corporation was _

adopted:

"RESOLVED, that Section 13 of Article IV of
the By-Laws of this corporation be amended
to read as follows:

"Section 13: Numi of Directors. The number
of Directors of this corporation shall be five,

and in addition thereto, shall include the
Chairman of the Board,.so long as the office

of Chairman of the Board shall exist; provided,
however, that this amendment shali, be-effective
when resignations of present Directors in 4
number sufficient to reduce the Board to five,
exclusive of the Chairman of the Board, shall
have been received and accepted."

WITNESS my hand and the seal of said corporation,
this 17th day of May, 1938.

» oe ee -

(CORPOR ATE SEAL)

BR

MINUTES OF SPECIAL MEETING OF THE BOARD OF
TORS OF T CORPO 0)
~ '

Pursuant to notice and call, the Board of
Directors of United Artists Corporation met in spec-
jal session at the office of the corporation, 202
North Canon Drive, Beverly Hills, California, at 2:50
o'clock, P. Me, on May 17, 1938.

The meeting was called to order by the Chairman
of the Board, Dr. A. H. Giannini, who directed the
Assistant Secretary, Leo F. Samuels, to call the roll
and upon roll call it was ascertained that the follow-

ing Directors were present:

Mr. James Mulvey, Mr. David E. Rose,
Mr. N. A. McKay, Mr. George J. Schaefer,
Mr. C. E. Ericksen, Dr. A. He Giannini.

There were also present Miss Mary Pickford,
Messrs. Thomas L. Walker, Alfred Reeves, Murray Silverstone,
Emanuel Silverstone, Mr. Charies E. Millikan and Assist-
ant Secretary Leo F. Samuels.
The Chairman stated that a quorum was present and
the meeting was competent to proceed with the transaction
of business. He directed the Assistant Secretary to

read the notice and call of the meeting and after a
=

* mended and urged that the Directors give app

reading thereof, it was directe* that a copy of the
Said notice and call be attached to these minutes.

A motion was made by Director Ericksen and
seconded by Director Schaefer that the reading of the

minutes of the last.preceding meeting of the Board of

~ Directors be waived. The motion was unanimously carrie®

The Chairman called upon Mr. Murray Silverstone

for a report concerning negotiations for a distribution

contract between Hal Roach Studios, Inc. and United
Artists Corporation, and Mr. Silverstone, being present,
made a report in the form of a memorandum and an explana-
tion thereof and also a written contract which was pre-
sented to the meeting and which Mr. Silverstone stated
had been executed by the duly authorized officers of

Hal Roach Studios, Inc. Mr. Murray Silverstone recom-

contract and the transactionvand.authorize its ex\
on behalf of the corporation by officers thereof.
lowing some discussion, Dr. Giannini explained to the
meeting that Mr. Charles E. Millikan, of Loyd Wright's
office, was present because of the necessary absence of
Mr. Wright who had been required to attend a meeting
pursuant to an appointment of the Federal Court. Dr.

Giannini requested Mr. Millikan to express his opinion

oe

with reference ‘o the provisions in the Roach contract
concerning the so-called "Producer's ’Fund". Mr. Mijjeean
stated that in hts opinion the provisions mn’ the: con- —
tract constitute an expression of intention and plan and
not an absolute obligation upon the part of the company,
but also expressed the opinion that if Mr. Silverstone
had directly represented to Mr. Roach that the Producers?
Fund would absolutely be established, that Mr. Roach :
could rescind his contract In the event =tne"Preducersi.
Fund is not established as represented. After some
further discussion, a motion was made by Director Mulvey
and seconded by Director McKay that the following resolu-
tion be adopted:
RESOLVED, that the officers of this qerpora-
tion be authorized and empowered, for and in
the name of the corporation-and as its cor-
porate act, to execute the form of contract
presented bo Bg meeting by Mr. Silverstone,
and which been executed by Hal Roach

Studios, Inc., and that hereafter, the said
officers execute such appropriate amendments

paces ns 2 as may be necessary in their opinion |
to fully set forth She | agreement Jigs the tle tsos
anh & Qepy oi as ich "nae ea e te, Bees miners .

r

The Chairman directed Mr. Samuels to call the
on the adoption of the motion and the vote thereon was as
follows:

In favor of the motion: Directors Mulvey, McKay,
Ericksen, Schaefer, Rose and Dr. Giannini. Dr. Giannini
stated that he wished to have the minutes record the fact

-3e

oo

that he voted in favor of the adoption “of the resolution
upon the strength of the opinion expressed by Mr.
dF ae are
1Ft,As e é a ¥.
Millikan,g There W ere no negative votes, and ‘fhe Chair-

unanimously carried. ; ~

>

IH 4
eeerses LT EBM ould $s

A rFOUIs‘e 4
he Reh

wy

man declared the resolution adopted.

Mr. Emanuel Silverstone thereupon stated that he

had been in communication by transatlantic telephone with
Mr. Alexander Korda and that Mr. Korda had requested him
to express to the Directors his complete approval of the

Roach deal.

The Chairman stated that an amendment to the con-

tract between the corporation and Selznick International
Pictures, Inc., had been proposed for the purpose of ex-
tending the term of the contract to and including December
31, 1938. A motion was made by Director Rose and seconded

by Diractor Ericksen that the following resolution be
adopted:

RESOLVED, that the officers of this corpor-

“ation enter into an agreement and execute a

written contract with Selznick International
Pietures, Inc., for the purpose of extending
the term of the present distribution contract
to and including December 31, 1938; provided,
however, that the number of pictures to be
delivered shall be not less than two nor more
than four, and provided further that the term
thereof shall continue until Selznick has de-
livered at least two pictures. —

The motion for the adoption of the resolution was

There being no further business, the meeting ad-

i

journed.

ry

$$ ——————
nl

-

5.

P SED T WITH ROACH STUDIOS

The agreement to be with Hal Roach Studios, fec., (here-
inafter for convenience referred to as the *"Producer*®)
and to be for a period commencing upon the termination
of the Producer's present contract with Metro-Goldwyn-
Mayer, under which it is still obligated to deliver

one (1) Laurel & Hardy picture, plus two (2) other pic-
tures, and continuing until September 2, 1945. It is
possible that the Producer may not be required to deliver
such other two pictures. Contract to be exclusive to us
and neither the Producer nor Roach individually are to
make and distribute pictures elsewhere.

The Producer shall be obligated to deliver°Shnually not
less than four (4) feature pictures, but may déliver up
to six (6) feature pictures. In addition thereto the
Producer shall deliver any and all Laurel & Hardy pictures
made by it during the period of the agreement and which
pictures are to be in addition to the above annual mini-
mum of four (4) features. There is excepted from this
arpa) pa the one (1) Laurel & Hardy picture above men-
tioned.

Terms for U.S.A., Canada, England to be 75% to Producer,
25% to Distributor, with all charges usually shared to be
divided correspondingly.

The terms for the remainder of the world shall be identt-
cal with those contained in the schedule of the Stockholder-
Producers distribution contracts dated September 2, 1935.

>

The Producer shall not be entitled to the favored nation
clause and in consideration thereof shall be entitled to
participate in a Producers Fund to be established as
follows:

THE NET PS meee of the Corporation shall be those
of a consolidated balance sheet and profit and loss
account including all associated and subsidiary com-
pamies and as hereinafter defined will be as from’
the lst January, 1938, dealt with as follows: the
first 250,000 Dollars of net profit shall be set

aside as available for distribution as dividends
amongst the Stockholders in and as of each calendar
year during the period of this Agreement, subject to
distributiem on direction of the majority of the Board
of Directors, and the next 250,000 Dollars will in
respect of and as of each calendar year be distributed

7.

ee”

amongst the Producers entitled to participate in the
Producers Fund. To the extent that.there shall be
further net profits available for distribution, the
Producers Fund will be entitled to 50 per cent of
the surplus, and the remaining 50 per cent will be ~
available for dividend amongst the Stockholders to
the extent.to which the Directors in each calendar
year shall decide.

As regards net profits, they shall be ascertained
after proper provision and deduction for contingent
liabilities, and such like matters as any prudent
man would adopt in the course of carrying on his busi-
ness.

Por the purpose of ascertaining net profits,
capital profits or losses in resp of any invest-
ment or asset of the Corporation and any interest
dividends or annual revenue from any investment or
asset of the Corporation, are not to be taken into
account.

TO prevent any dissension between (a) the Stock-
holders amongst themselves and/or (b) the Stockholders
and those entitled to the Producers! fund and/or (c)
the Producers, the decision as to what shall be such.

‘be, left entirely to Messrs. Price
Waterhouse & Co., or any firm of like standing to be
chosen by the United Artists Corporation as Auditors,
and the certificate of any partner of that firn,
whether a New York or a London Partner, shall be
final and conclusive between the parties above men-
tioned in this clause.

Inasmuch as the 50 per cent of net profits payable eT
to the said Producers is an expense of the business,
such auditors shall be allowed and shall determine in
respect of subsidiary or associated companies, which
of them and to what extent, in particular territories,
shall bear a participation in the burden of such ex-
pense and shall make the necessary entries and adjust-
ments in the accounting books, not only of the United
Artists Corporation of Delaware but of all the said
subsidiary and associated companies.

Each of the Producers, including the Stockholder-
Producers, who shall be entitled to participate in
the Producers Fund shall be allocated for the cal-
endar year in which same shall be able to be distri-
buted their participation in the proportion of the
respective producers receipts from world-wide distri-
bution to the total turnover of the participating

-2-

7.

producers! receipts world-wide distribution
in the particular Inasmuch as the account-
ing will take t 1the amount payable out of the
producers! fund will not be payable until the 30th
Jaume in the following calendar year or such later
date as the said auditors shall certify the ac-
counts, the said auditors being instructed to use
every endeavour to deliver final accounts to the
Directors of United Artists Corporation by the 3lst
May in each year concerned.

No Producer granting or obt@ining special terri-
torial or loeal distribution as distinct from world-
wide distribution shall be entitled as regards his
Special territorial or local films to share in the
Producers Fund.

While the Producer has agreed to waive the favored na-
tion clause as above mentioned, it is nevertheless
understood that it shall at all times be entitled to as
favorable terms as aremaccorded to the Stockholder-
Producers for pictures distributed world-wide, and that
in the event of the Producer wishing to make any pic-
tures for distribution in restricted territories (i.e.,
territories other than U.S.) it shall be entitled to the
same terms in such restricted territories as are accorded

distribution contracts of September 2, 1935. WHotwith-
standing the foregoing, it is understood that the dis-
tributor shall have the right at any time to enter into
contracts with outside producers for world-wide or locai
distribution (i.e., territories throughout the world,
except U.S.) upom terms more favorable to such outside
producers than are accorded to the Stockholder-Producers.

Except as above specifically provided for, the conditions
of the contract with the Producer shall be the same as
those contained in the Stockholder-Producers distribution
contracts of September 2, 1955. ‘

A distribution contract between the distributor and the
Producer has been presented to and signed by the Pro-
ducer which does not in all respects conform to the

terms above outlined, such contract for convenience

being hereinafter referred to as the "tentative contract*.

It is accordingly recommended that the officers of this
corporation be authorized and empowered for and in the
ts

-3-

t

name and on behalf of this corporation to execute said
tentative contract and thereafter to enter ito an.
appropriate agreement modifying the same to conform to
the terms of the deal as hereinabove outlined.

a ’ “a —~
. . My

A

STATE OF CALIFORNIA,
COUNTY OF LOS ANGELES. a
LoyD WRIGHT, .being by me first duly sworn, deposes
and says:

That he is a resident of the County of Los Angeles,
State of California, and is an officer of. UNITFD ARTISTS
CORPORATION, a Delawar. corporation, to-wit, the Secretary
of said corporation. —- oun

That acting in his capacity as Secretary of said
corporation and pursuant to its By-Laws, your affiant did,
on May 14th, 1938, send a notice of the time and place
of a special meeting of the Board of Directors of said cor-
poration, said special meeting having been called for Tuesday,
May 17th, 1938, at the hour of 2:20 o'clock in the afternoon,
at 202 North Canon Drive, Beverly.Hills, California; that
said notice was sent by telegram as required by the By-Laws
of said corporation, and that a true copy of said notice is
hereunto annexed to this affidavit.

ee

SUBSCRIBED AND SWORN to
befare me, this 14th day
oO, M 19

Nota lic in and for
said County and State.

Oe ae oad ee S ” a a

Sed th fling mem pithaniithe tena ot Keck Nite, silt which are hereby agreed ta

<8 hy ke ‘Giganint, “por Yor Canon Drive, Beverly “ig

Los Angeles, Ry EI
May 14th, 1978.

To Western Union: r

Please send the attached telegram, STRAIGHT WIRE, to those in the
cag States and ss acy or eet exnes, cable te tise in MB.
es Toliewel: = bbe cee”

Mr. NW. A. McKay, vba Worth formsa Avenue, ney Hotiy

Mr. Chaplin, 1416 North Le Brea Avenue, oligtocd,
Cx. Dennis F. OBrien, Knickerbocker Buil _
Mr. George J, Schaefer, efo United Artists, por ive.,
Mr. Charles Seheartz, L450 at

Mr. Edward C. Raftery, Knickertocker Suilding, New York; carr
Mr. James Mulvey, c/o "United ists, 729 Seventh Avenue, New York; ——

Mr. C. Ey Bricksen, 1041 Worth Formosa Avenue, Hollywocd, Calif;
Mr. D. E. 1041 Worth Formosa Avenue, Bellyncos &3
M-, Alexander Ga, 22 Grosvenor Square, London, England;
bir Connop b«thrie, 22 Grosvenor Square, en England.

WESTE.2N UNION MESSENGERS ARE AVAILABLE FOR THE DELIVERWQOF NOTES AND PACKAGES

-

. ete
: at

Send the follening manage, aint halenanndnl: Sie, alittnaliiamnatle 28> .
(54

Los Angeles, ge aaa =

Pleas: take notice thst a speciel meeting of the Board sf Virectors %
of Unitéd Artists Corporation is hereby called May be held on Tuesday, aa
May L7th, 198, at the hour. af 330. 198s P, M., at 202 North —

Charge to Loyd Wright, “th ee is ie

Canon Drive, Beverly Hills, Cal r the purpose of consid
the execution of the Hal Roach Studios. ne » contract of distrite:
This = bell issued sicpiartak: to order of the President. —

4

Uni ted Artists Corporation, ‘
By Loyd Wright, Secretary.

1125 Board f Trade Bidg.

*

WESTERN UNION MESSENGERS ARE AVAILABLE FOR THE DELIVERY OF NOTES AND PACKAGES: ©

MINUTES OF SPECIAL MEETING OF THE BOARD OF
DIRECTORS OF UNITED ARTISTS CORPORATION.

The Board of Directors of United Artists Corpora-
tion met in special session on Friday, May 20th, 1938, at the
hour of 3:00 o'clock P. M., at 202 North Canon Drive, Beverly
Hills, California, pursuant to notice given by thé Secretary
as directed by the President, and in accordance with the By-

Laws. o

Upon roll call it was found that Dr. A. H. Giannini
was the only Director present. Mr. Leo F. Samuels, the

Assistant Secretary & the corporation was also present. -

It being ascertained that there was not a quorum
present, Dr. Giannini and Mr. Samuels adjourned the meeting
to Monday, May 23rd, 1938, at 3:00 otclock PB. M.

oe
"Some
Assistant ceretary.

STATE OF CALIFORNIA,
be ws SS.
COUNTY ‘OF LOS ANGELES.

LOYD WRIGHT, being by me first duly sworn, deposes
and says: ; as
That he is a resident of the County of Los Angeles,

State of California, and is an officer of UNITED ARTISTS COR-
PORATION, a Delaware corporation, to-wit, the Secretary of said
corporation.

‘: That acting in his capacity as Secretary of said .cor-
poration and pursuant’ to its By-Laws, your affiant did, on
May 17th, 1938, send a notice of the ,time and place of @ special
meeting of the stockholders of said corporation, seid special
meeting having been called for Friday, May 20th, 1928, at the
hour of 3:00 o'clock in the afternoon, at 2C2 North Canon Drive,
Beverly Hills, California. That said notice was sent by tele-
gram as required by the By-Laws of said corporation, and that
a true copy of said notice is hereunto annexeg to this affi-
davite

eS

SUBSCRIBED AND SWORN TO
before me this 17th day
of May, 193 8.

ot ublic in and for

said County and State.

Ghas, Schwarts, 16§0 Breatwey, Bow York Ci , Bigsi Aessage mse

Sind the follentag ieinage, whic te ter am back hee, which are hereby agreed le *

PLEASE SESD SHE ATTACKED WIRE TO THE FOLLOWING LIsT OF PERSONS: on ae

4
B. &, Mokay, 1041 3, Formosan, Uatted Setizts Séasic, Hollywood, Hight et
Se. E, Erickson, ditte .- ; ot

Gharies Chaplin, 1616 B, LeBron, Craplin Studios, Hollywood, Hight Messege

. De, A, BH, Giannini, 202 3, Gamce Orive, Beverly Hille, Bight ene

George J, Scohasfer, c/o Agbasseter Hotel, Wilshire Bivd., Las Aageles, att Ning 4 E
James A, Mulvey, 2ittc — E-

Alexander Zeréa, tondofile, Denham (England "sight better as
Sir Comnop Guthrie, ditte

Benats F, OBrien, 15% ¥, Sind Ste, Bow Tork City, Bight eins
Edward C, Raftery, Hite

WESTERN UNION GWT ORDERS SOLVE THE PERPLEXING QUESTION OF WHAT TO GIVE

NION _

subject to the terms on back hereef, hich are hereby agreed fe

" S/T7/38

fo gach OF THE Hawes ou LEST aTTACEED:
«
PLEASE TASS BOTICE gaat A SPECIAL BEFTIEG OF THE BOARD
peppotons oF UNITEDARTISTS GOMPORATIO“N T® BERESY CALLED
AT TRE PRIECIPAL ousCf OF BUSIRESS OF THE CORPORATION 1%
caLrromsTt = 28 eres CANOR DRIVE SEVERLT SEiLS oN FRIDAY

ee alt

war sore AT 9100 OGUOGE.

ae

MINUTES OF ADJOURNED SPECIAL MFETING OF THE

BOARD OF DIRECTORS OF UNITED ARTISTS CORPORATION..

Daw pes

An adjourned special meeting of the Board of
Directors of United Artists Corporation was held at the
principal place of business of the corporation in Califor-
nia, to-wit, 202 North Canon Drive, Beverly Hills, Califor-
nia, at the hour of 5:00 o'clock P. M., on Monday, May 23rd,
1938, pursuant to adjournment of the Directors! meeting of .
May 20th, 1938.

Upon roll call it was ascertained that the follow-

ing Directors were present:

Dr. A. H. Giannini, D. E. Rose,
~ 4. A. McKay, George Schaefer, 8
C. E. Ericksen, and James Mulvey.

There were,.also present Miss Mary Pickford, Mr.
Samuel Goldwyn, Mr. Emanuel Silverstone, Mr. Murray Silver-
stone, Mr. Charles E. Millikan, Mr. Leo F. Samuels, Assistant.
Secretary, and Mr. Loyd Wright, the Secretary of the corpora-
tin.

It being ascertained that a quorum was present,
the Chairman of the Board announced that the meeting was
competent to proceed.

pre oo a
;
whe

a

—
— a
+m
~

The minutes of the meeting of May ivth, 1938, were
read to the meeting. Sie

Director Mulvey thereupon raised the point that the
resolution relative to the Hal Roach Studios contract was not

“correct.

Director A. H. Giannini thereupon raised the point
that the recitals in the mimutes explaining his vote on the

Hal Roach resolution were not correct.

After considerable discussion the minutes were ordered

corrected as indicated on said minutes by ink interlineations, a

QJ

and as corrected they were approved as read.

. : ot
———

Mr. Murray Silverstone then presented to the Board a
written resolution r€lative to the Edward Small Productions,
Inc.,’ contract. ./ Whereupon, it was moved by Director Mulvey,
seconded by Director McKay and unanimously carried, es follows:

RESOLVED, that the officers of this corporation be,
and they are hereby authorized and empowered, for
and in the name of and on behalf of this corporation,
to enter into an agreement with Edward Small and
‘Edward Small Productions, JInc., wherein and whereby
the existing distribution contract between this cor-
poration and said Edward Small Productions, Ine.,
hereinafter referred to as the "Producer", is

\ amended and modified in the following particulars:

h) The distribution terms under said existing
_ Gistribution contract for Canada and Emglend to ‘be
the seme as are provided with respect to Canada and
England, in the resolution adopted by the Board of
_ Directors of this corporation May 17, 1938, with
respect to the distribution contract between the
corporation and Hal Roach Studios, Inc. ‘

eae au a

tee — Pe See ih EAP eas

(2) The Producer to participate in the so-
called "Producers Fund" referred to in the
resolution adopted as aforesaid by the Board
of Directors of this corporation; and,

(3) The term of said existing d#$tribution
contract to be extended to September 2, 1945, “
upon the same terms and conditions as are
provided in said contract, aS the same may be
amended pursuant to this resolution.

RESOLVED, FURTHER, that such agreement to be in
such form-es the officers and counsel of this
corporation shall approve. ’

Mr. Silverstone then presented to the Board e ~

written resolution relative to Walter Wanger Productions,
> + or
Incorporated; whereupon, it was moved, seconded and

unenimously carried as follows:

RESOLVED, that the officers of this corporation ;
be, and they are hereby authorized and empowered,
for and in the name of and on behalf of this .
corporation, to enter into an agreement with . —-
Walter Wanger Productions, Incorporated, wherein
and whereby the existing distribution cd@mtract
between this corporation and said Walter Wanger
Productions, Incorporated, hereinafter Jeferred
to as the "Producer", is amended and pOdifted in”
the following particulars:

(1) Effective as of Saunas? 1, 1938, the dis-
tribution terms under said existing distrimtion
contract for Canada and England to be the same

as are provided with respect to Canada and England,
in the resolution atenaee by the Board of Directors
of this corporation May 17, 1938, with respect tc
the distribution contract between the corporation
and Hal Roach Studios, Inc; and,

(2) The Producer to participate in the so-called
"Producers Fund" referred to in the resolution
adoptec as aféresaid by the Board of Directors of. .
this corporation; and, | ’

a
.

“Se

oe?

>

(3) The so-called "Favored Nation Clause"

now contained in said existing distribution
contract to be eliminated therefrom, provided
always, however, that the producer shall at
all times be entitled to-as favorable terms aa’
are accorded to any stockholder-producer for
pictures distrituted worldwide, and that if ~-
any time the corporation shall give any stock-
holder-producer more favorable terms than are
now provided in said ef®isting distribution
contract with the producer, with respect to the
distribution by theyorporation in any local
territory or territoPles outside the United
States, of any pictures which are not distribut-
ed by the corporation in the United States, the
producer shall likewise be entitled to such more
favorable terms with respect to the distribution
by the corporation in the same local territory

or territories outside the United States of any
pictures of the producer which are not distributed
by the corporation in the Umited States.

/

aif

RESOLVED, FURTHER, that such agreement be in such
form as the officers and counsel of this corpora-
tion shall approve. ~

Mr. Silverstone. then presented to the Board a
written resolution relative to Selznick International
Pictures, Inc; whereupon, it was moved, seconded and
unenimously carried as follows:

RESOLVED, that the officers of this corporation
be, and they are hereby authorized and empowered,
for and in the name of and om behalf of this cor-
gorateny to enter into an agreement with Selzick
nternational Pictures, Inc., wherein and whereby
the existing distribution contract between this

' corporation and said Selznick International Pictures,
Inc., hereinafter referred to as the "Producer",
is amended and modified in the following parti-
culars: .

ision that such amend-
fund plan is adopted by,
~P

,

United Artists Corporation. ~, ~

(1) Effective as of January 1; 1938, the
distrimtion terms under said existing dis-
tribution contract for Canada and England

to be the same as are provided with respect
to Canada and Mnglanc, in the resolution
adopted by the Yoard of Directors of this
corporation May 17, 1938, with respect to the
distrimtion contract between the corporation
and Hal Roach Studios, Inc; and,

(2) ‘The Producer to participate in ‘the so-
called "Producers Fund" referred to in the

) resolution adopted as aforesaid by the Board
of Directors of this corporation; and,

(3) The so-called "Favored Nation Clause"
now contained in said existing distribution
contract to be eliminated therefrom, provided
eee Mint teed that the producer shall at all
times mtitled to as favorable terms as are
‘ my stockholder-producer for pictures
ridwide, and that if any time the
all give any stockholder-producer
le terms than are now provided in
y distribution contract with the
t+ to the distribution by
territory or
ted States, of any

lon in “the United States, the producer
shall likewise be entitled to such more favor-
able terms with respect to the distribution by
the corporation in ao same,local territory or
territories outside the States of any
pictures of the producer ch are not dis-
tributed by the corporation in the United
States.

RESOLVED, FURTHER, that such agreement be in
such form as the officers and counsel of this
eorporation shall approve,

Bes

Walter Wanger Productions Incorporated, and Selenick International Pictures Inc.

with the foregoing resolutions affecting the Edward Smal] Productions Inc.,
distribution contracts, his affirmative vote was with the pr
ments should be effective only as, if, and when the producer

Mr. Schaefer then presented to the Board a letter

from Mr. Buckley relative to the corporation's making a

contribution to "THE GREATER NEW YORK FUND. After diseussion

Oo

it was moved, seconded and unanimously carried as follows:

RESOLVED, that the matter be referred to Hr,
George Schaefer, who should investigate what
other corporations contribute and the corpora-
tion should make a contribution after such
investigation in such amounts as Mr. Schaefer
shall determine.

The matt ’ the Walter Wanger

Productions, Incorporated, that this corporation should sub-
ordinate its loans to said Wanger Company to a new loan to be
obtained by the Wanger Company from the Bank of America, if,
when and as such loan is Sy@cessfully consummated, waa pre=
sented to the meeting. After some discussion, it was moved,

seconded and unanimously carried as follows:

RESOLVED, that Mr. Samuel Goldwyn
Silverstone be, and they are hereby au
discuss the matter of the subordination Mr.
Wanger, as well as to discuss with Mr. Wanger
changes proposed to» be made in the contract of
distribution between the Wanger Company and this
corporation, and to report back to the Board of
Directors.

There being no further business, the meeting ad-
—_

journed. roe (> Seance

fi President.

MINUTES OF SPECIAL MEETING OF THE STOCKHOLDERS OF
UNITED ARTISTS CORPCRATION.

Immediately after the adjournment of the meeting
of the Board of Sireetors, the stockholders of United Artists
Corporation met in special session, pursuant to call, on
Monday, May 23rd, 1938, at the hour of 3:30 o'clock P. M.,
at 202 North Canon Drive, Beverly Hills, California.

The Secretary presented the call, which was found

to be regular.

Upon roll call all stockholders were found to be
present in person or = Proxy to-wit: Fi

The Pickford Corporation, by Mary Pickford, proxy;
o~ The Elton Corporation, by C. E. Ericksen, proxy;

Alexander Korda, by Emanuel scalar i proxy;

Samiel Goldwyn; and, | 2

Charles Chaplin, by Dr. A. H. Giannini, proxy.

’

The President announced that a quorum was present,

and the meeting was competent to proceed.

The minutes of the last stockholders! meeting were

not read.

ties

It was moved and seconded, as follows:

RESOLVED, that Section 5 of Article I¥ of
the By-Laws of this corporation be amended
to read and provide as follows: ie

"Section 5: MEETINGS: Regular
meetings of e rd of Directors shall
be held on the first Tuesday of each month,
(or om the succeeding business day in the
event the first Tuesday is a holiday.)"

BE IT FURTHER RESOLVED, that Section 9 of
Article IV of the By-Laws of this corporation
be amended to read and provide as follows:

"Section 9: OF eee Meetings of
the Board of Directors, ether regular or
special, shall be held at the office of the
corporation, 729 Seventh Avenue, New York
City, New York, or at the office of the cor-
poration in the State of Delaware." |

The foregoing resolutions were carried by the
following votes

Samad Goldwyn - * YES. 6
t The Pickford Corporation - YES.

The Elton Corporation ~ YES.

Alexander Korda - YES.

Charles Chaplin - NO.

There being no further business, the meeting

adjourned. wif . Haiti SAG eC oa

Ap ff ne

Oe a

President.

-2-

Ga
= «Sy

STATE OF CALIFORNIA, ;
SS.
COUNTY OF LOS ANGELES.

LOYD WRIGHT, being by me first duly sworn, deposes
and says?

That he is a resident of the County of Los Angeles,
State of California, and is an officer of UNITED ARTISTS COR-
PORATION, a Delaware corporation, to-wit, the Secretary of said
corporation.

That acting in his capacity as Secretary of said cor-
poration and pursuant to its By-Laws, your affiant did, on
May 19th, 1938, send a notice of the time and place of a special
meeting of the Stockholders of said corporation, said special
meeting having been called for Monday, May 23rd, 1938, at the
hour of 3:30 o'clock in the afternoon, at 202 North Canon Drive,
Beverly Hills, California; that said notice was sent by telegram
as required by the By-Laws of said corporation, and thatha true
copy of said notice is hereunto ammexed todthis affidavit.

SUBSCRIBED AND SWORN TO
before me, this 19th day

am has 193 8.
GAA a ak

otar lic in and for
said County and State.

2 se
Lie ee

tenia

OT ee ~~hoe-angoles, California, . . epics ‘g
bes May 19th, 1929, ics:

Sol Masterm Vatony “i

Please send the attached message STRAIGHT WIRE to those inthe United
“tates enc mightletter te.Londony. ag. feliors: + ee

Ry 1041 North Fornosa sveme, Hollyzood

page oe > patio » 194) Korth ecomag avers, SOL Ohe . S1it;. bee
T. Bemuel ormose Avenue, Holiynood, €xzlifornta;s
fr. Charles sian, , ale Worth be Bees Avenue, elt yaad » Californ

ur, Alexander Korde, £2 Grosvenor Square,
br. A. B, Gjemnini, 22 North Canon Drive, Bevery
“ir. Eesmmel Silverstone, Beveriy-Wilshire Hotel, »

«

5

Loyd Wright.

Charge tc Loyd fright, ~—
1125 Beerd of Irade Bldg.

&

.

“Alt Sa
eee
?

eS

‘WESTERN
UNION

— MEWCOMB CARLTON PPE 2 oe yon etc
~~ CHAIRMAN OF THE BOARD

Send the following memege, subject to the terms on back hereof, a

~ Los angeles, Galitornir,

Ps

pie ‘se “take notice that & special meeting cf the stockhoiders of
Uni éPtists Corporation is hereby ae for Monday, Yay
23rd, 1924, at the poe ee = ofelcek P. Me, to be held by mented
. effiees of the ¥ in California, to-wit, 802 Nerth Canon ©
Drive, rly 8, "Tetatetosa. for the purpose of
the t of Section 5 of article. I¥ of the Tot i"
Eeeetite. ane the amendment of Section 9 of intuel . I¥ of

By Loyd Fateh,

Charge to Loyd Wright,
1198 Board or Made Max.

any

\ # : - ae we tr
Ee ae en ens tees ae

I, LOYD WRIGHT,.Secretary of UNITED ARTISTS COR-
PORATION, do hereby certify that I am Secretary of said *
corporation. I further certify that at a special meeting
of the stockholders of said corporation, ‘held on the 2rd
day of May, 1928, at which meeting three-fourths of all of
the issued and,outstanding shares*.of said corporation were
represented in person or by proxy and voted thereon, the
following amendments to the By-Laws of said Pang cee ae

were adopted:

"RESOLVED, that Section 5 of Article IV of
the By-Laws of this corporation be amended
to read and provide as follows:

"Section 5: REGULAR MEFTINGS: Regular
meetings of the Board of Directors shall
be held on the first Tuesday of each
-month, (or on the succeeding business day
in the eVent. the first Tuesday is a
holiday.)*"

"BE IT FURTHER RESOLVED, that Section 9 of”

Article IV of the By-Laws of this corporation
be amended to read and provide as follows:

"Section 9: PLACE OF MEETINGS: Meetings.

of the Board of Directors, whether regular

or special, shall be held at the office of

the corporation, 729 Seventh Avenue, New

York City, New fork, or at the office of

the corporation in the State of Delaware."
WITNESS my hand and< the seal of said corporation,

this 23rd day of May, 1938.

(CORPORATE SEAL)

#

MINUTES OF SPECIAL MEETING OF THE STOCKHOLDERS
OF UNITED ARTISTS CORPORATION.

The stockholders of United Artists Corporation met
in special session on Friday, May 27th, 1938, at the hour
of 10:00 ofclock A. M., at 202 North Canon Drive, Beverly
Hills, California, pursuant to notice given by the Secre-
tary as ordered by some of the Directors, and in eccordance

with the By-Laws. \

Upon roll call it was ascertained that 211 stock-
Holders.were present in person or by proxy, to-wit:

The Pickford Corporation, by N. A. WcKay, proxy;
Samygt (Coldrym, personally; i ’
Charles Chaplin, by Dr. A. H. Giannini, proxy;
Alexander Korda, by Emamel Silverstone, proxy;
The Elton Corporation, by C. E. Ericksen, proxy.

There were also present the following:

James Mulveyy-Murray Silverstone > Thomas L. Walker,
Charles E. Millikan, Leo F. Samuels, the Assistant Secretary,
and the Secretary of the corporation.

The call was presented and found to be regular,
and the meeting was declared competent to proceed. The
minutes of the meeting of May 22rd, 1938, were read and ap-
proved. —

tie! P " te) bmp ae "ed at ht pot iwrk 7+ -
One, EE Oe ae Pee eee Re dae Re crete e eet oh

It was moved, seconded and carried, as follows:

RESOLVED, that this corporation shall, and it does
hereby establish a Producers’ Fund plan, the general
purpose of which shall be to lessen the distribution
charge to producers entitled thereto, generally in
the proportion that the gross receipts each such
respective producer's photoplays each year béars t6
the total receipts of the producers participating,
after, however, making provision for distribution of *
dividends and cther expenses. .

?
Be it further,

RESOLVED, that the details of such Producers! Fund plan

shall be recommended by Price, Waterhouse & Company
and the general counsel of this corporation, and upon
receipt of a report and recommendation of such plan
from them, said plan shall become effective as of
~~~ January 1, 1938, when approved and adopted by the
Board of Directors of this cgrporation, and the Board
of Virectors is hereby 2 zed and empowered to
make such plan effective.®

~

Upon roll call the above resolution was voted upon as

follows:
The Pickford Corporation — YES.
Samel Goldwyn ~ YES.
Charles Chaplin ~ NO. Pa
Alexender Korda eR. Eee
The Elton Corporation - YES.

In explaastien of the foregoing vote by Dr. Giannini
as proxy of Mr. Chaplin, he requested that the telegram re-
ceived from Mr. Chaplin be attached in the minute book next
succeeding these mimutes and so instructed the Secretary.

ak > ae Se Gs Sa ae. 2 a wise - oe * ms

The Secretary was asked if he had discussed the
matter with Mr. Chaplin, to Which he reported that he had;
that a. Chaplin had expressed himself as being opposed to
the Producers Fund because it was — in theory, and that

“it placed 2 premium on quantity rether then qality of pro-

Guction, and that Mr. Chaplin had etso “seid that offhand he
felt favorably inclined toward the Producers Fund premised
upon, 2 photoplay reaching a cereeti gross amount.

It was moved, seconded and carried as follows:

RESOLVED, that the terms for distribution of cet
picture photoplays by this corporation in Canada and
England shall be upom the basis of 75€ to the producer
and 25% to the distributor, and the usual customary
charges which are shared by producer and distributor
shall be so sharéd by them in the same proportion, the
same to become effective on January lst, 1938. q

Be it further, ~

RESOLVED, that all distribution contracts between this
corporation and producers shall -be amended in accord-
_anee with the foregoing resolution.

Upon roll e¢all the above resolutions were voted upon -

as follows:

The Pickford Corporation - TES.
Samuel Goldyyn - YES.
Charles Chaplin - NO.
Alexander Korda = YES.
fhe Elton Corporation sae YES.
po
x

It was moved and seconded as follows:

*

RESOLVED, that the so-called "favored nation"
clause should be deleted from stockholder con-
tracts, and that the Board of Directors of this
corporation should be informed that the officers,
agents and emplcyees of the corporation should
endeavor to-obtain the deletion thereof from other
producer contracts.

Be it further,

RESOLVED, that the benefits and provisions of the
a foregoing resolutions shall be conditioned in each

instance upon the producer involved agreeing to

delete or waive the "favored nation™ clause.

Upon roll call the above resolutions were voted upon

as follows: —

‘ The Pickford Corporation - YES.
Samuel Golawyn <<...
Charles Chaplin ~ NO.
Alexander Korda - YES.
The Elton Corporation - YES.

Mr. Goldwyn requested that the mimites show his deep
regret that Mr. Chaplin had not made unanimous votas on the
foregoing resolutions in these mimutes contained, particular-
ly in view of the report that the President and Secretary
had reported that they had recommended to Mr. Chaplin his
favorable consideration thereof; that he wished it recited
that the stockholders voting for the resolutions were en-
deavoring to benefit the corporation, and that Mr. Chaplin's
absence from the meeting made it difficult.

Mr. Silverstone brought up the mimtes of the meeting
of the Board of Directors of May 23rd, 1938; that there was
reference made in the resolution referring to the favored
nation eidnbe relative to distribution by the corporation of
any pictures which are not distributed by the corporation in
the United States. Thereupon, there was-discussion as to
the meaning of thé’ words "local picture® or "local territory®.
After considerable discussion, it was moved, seconded and

carried as follows:

RESOLVED, that local pictures as understood by the
stockholders as used in said Directors! resolution,
were intended to mean and should be construed as
meaning as follows:

1. An English language picture produced in the
British Empire and not to be distributed by
the corporation in the United States, (it is
understood that terms more favorable than
those applicable to the stockholder-producers
shall not be given to such a picture in any
non-English speaking territory.)

2. K“toreign language pieture produced anywhere
and not to be distributed by the corporation
other than in:

(a) Countries where such foreign language
is the predominant one; and, ‘

(b) In other countries where it is the custom e
of the industry to distribute pictures

in such foreign languages with ‘superimposed
titles or dubbed.

The foregoing minutes are hereby approved.

Samuel Goldwyn

THE ELTON ORATION,
7 .

ALEXANDER KORDA

a

ee SPE

oa

STATE OF CALIFORNIA, 2
SS.
COUNTY OF LOS ANGELES.

LOYD WRIGHT, being by me first culy sworn, deposes
and says?

That he is a resident of the County of Los Angeles,

+l er reer

State of Califomic, and is an officer of UNITED ARTISTS
CORPORATIOB, a Delaware corporations to-wit, the Secretary
of said corporation. ae

That acting in his capacity as Secretary of said cor-
poretion and pursuant to its By-Laws, your affiant did, on
May 28rd, 1938, “send a notice of the time and place of a

special meeting of the stockhclders of said corporation,

said special meeting having been called for Friday, May 27th,
1938, at the hour of 10300 otelock A, Me, at 202 North Canon
Drive, Beverly Hills, California; that said. notice was sent
by telegrem as required by the By-Laws of said corporation,

and that 4& true copy of.said notice is hereunto annexed to

- as.
this affidavit.

SUBSCRIBED AND SWORN TO , | haa
before -me, this 23rd,

dey of May, 19 3 8.

Notary fublic in and for said
County and State.

6°"

Gche

a

Seid tefl tig sia ta tncioentuih nell, which on hey ered

“Los Angeles, California

Way 22, 1988 ae
T> Western Unton: < 2
4 lease send the attached telegram STRAIGHT TFLFGRAM to these ;
n the United States and NIG LYTTPR to those in London,
: s follows:
The Pickford Corporation, 1041 North Formosa Avenue, Hei:
The Filten C Se 1041 North Formosa Avenue, Hollywood,
Mr, Charles i416 North Le Bree Avenue, Fo ’ Baa

Wr. Samuel Gciétyn, "1041 Rorth Formosa Avenue,
Wr. serater © = Region London Films, 22 Grosvenor ecuares

Dr. A. EH, stam |, £02 Worth Canon Drive, Bever Btlis, Calif;
, ur. Dennis F. 0 en, 152 Yest 42nd Street, New ork, Kew Yorks ©

; Mr. Emanuel Gilwexstone, Beverly-Wilshire Hotel, 2 peverty Hills;

: | Charge to Loyd Wright

LifS Board of Trade Bldg. ah.

WESTERN UNION MESSENGERS ARE AVAILABLE FOR THE DELIVERY OF NOTES AND PACKAGES . <a

Send the following message, subject to the terms on beck hereof, which are heseby greed to

LOS ANGELES, CALIFORNIA
MAY 2%, lose of

Please take notice that © special meeting of the stock-
holders of United Artists Cornoration is hereby called

to meet at °02 North Canon Drive, Beverly Hills, California,
at the hour of ten efeloak 4. 2., on Friday, May 27th,

19é8, for the purpose of Gonsidering and rig we nbnwe reduction
in distribution percentages as regards the Brittsh Isles
and Canada, reducing the seme from thirty per cent to
twenty-five ver cent of gross receipts, said reduction

to be effective ss of January 1, 1938. Secondly to con-
sider deleting so-called fevorite nation cleuse from
stockholders! contracts and recommending to the board :
of directors the deletion of the same from cther producerst
contracts, Thirdly to pass uron the creation of pro-
fucers* fund whereby a fund shell be set up after tro
hundred fifty thousand dollars of net profits each year
ere set aside se eveilable for @istribution 4s dividends

in a sum of Fee dundred fit ty thousand ¢ollars, and
thereafter fifty ner cent of the net profits over and
above said five hundred thousand ¢ollars net profits to

be apvortioned to those producers particineting in the
fund in«provortion that eath respective sroducer's groés

\ recetyte in enmy one year bears to the totel gross receints

, in such year of all producers participating in the fund,
.Fourthly, to determine the method of arriving et net
profits; end to consider and ness upon ali matters re-
lating to the foregoing and which may be necessary to give
effect to any or all of the foregoing.

United Artists Corporation

by, Loyd Wright, Secretary

Charge to Loyd Wright:
1125 Board of Trade Bidg,

%
>
a

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“a
ol

*
NEW YORK OFrice e = CABLE ADDRESS
729 SEVENTH AVENUE : “GOLOSAM
’ — *
\
SAMUEL GOLDWYN INC.,Lrp.
STUDIOS-7210 SANTA MONICA BOULEVARD.
; ‘ LOS ANGELES, CALIFORNIA
Mca cateregae ‘May. 27, 1958
Ne RECEIVED
United Artists Corporaticn, JUN 3 1938
202 No. Canon Drive, oe
Beverly Hills, Californie. LOYD WRIGHT'S Law UeriCE
gentlemen:
2 I hereby tender ny ; =

resigration as Director of United Artists Corporation.
This resignation shall take effeot™immediately.

>

Yours very truly,

D. Es Rose

~—"“yete Two Thousand (200g Phares of stoek of s@id corporrti

g
Fe
5
.
re .
Q

8

3

e

-

3

Go

- —

"3
Ww
o
ot
rod
ye

EOR A SPRCTAL MEETING OF SHAREHCID ERS, “MAY 27th, 1938 LoS

ENOA ALL MEN BY oERSE PRESENTS:

That-the-undersigned shareholder of rte ‘ARTISTS. ¢
CORPORATION, @ Delawars sorporat fon, has nominated, cone ——
stituted ant appot ne and does cereby” nomeneate, constitute

n@ appoint JaMES Ay 2OLV2Y, the lawful attorney and proxy of ee
— tmdersigned, sed full power of substitution and revoss= oi
tion, for and in the name place end stead of the undersi zneé é.
to attend the special meeting of sharsholcers of said Mn
corporation to beehelg on hay 2Pehi, 1986, and all sd joarnments .
thereof, and at said msetins ard ett ‘adjournments taeda >
ctanding in the name of the undersighed, upon eny and all.
questions which may come ore such meeting or adjourned
mestings, with the seme forse and effect es if the»undersigned
e present and personally voting, hereby ratifying ent
eg rving al) that my saic- attorney | or proxy or hissubstitute
y do by virtue hersof. hes se eee

The andersi gned jwreks revokes any proxy or croxies cement
heretofore: civen to vot? up@n or act with respeet to such ae
stocke 2% ; x a

4

“Witness-the- Sisk 08 Send ot the ere oee this _
Sgt ae of May, 1938.

: THE COMPANY WILL APPRECIATE SUGGESTIONS FROM ITS PATRONS CONCERNING ITS SERVICE 12m1-S *
“CLass OF SERVicE
This is a full-raré’
elegram or Cable-

Sere Tn
vcd at Q486 Senta Monica Bled grarn and day letters s STANDARD TIME at point of origin. Time of receipt s STANDARD TIME at point of destination.

Received at 9486 Santa Monica Blvd., Beverly Hills, Calif. O3B-MAY 26 PM
0105 26 XCHCARMEL CALIF 26 11428 | 2 51
DR GIANNINI= | is

UNITED ARTISTS CORP=

202 NORTH CANYON DR BEVERLYWILLS CALIF=
‘AFTER CAREFUL CONSIDERATION OF THE CONTENTS OF THE_
“STOCKHOLDERS TELEGR AM OF MAY 27 1938 1 AUTHORIZE YOU To
VOTE NO UPON ALL THE MEASURES MENTIONED THEREIN=
‘CHARLES CHAPLIN: any

1938s

THERE IS NO DEPENDABLE SUBSTITUTE FOR WESTERN UNION TIME

-

REGULAR MEETING OF BOARD OF DIBECTORS
of

UNITED ARTISTS CORPORATION

A regular meeting of the Board of Directors of UNITED
ARTISTS CORPORATION pursuant to notice sent on June 2nd, 1938
by the Secretary of the corporation was called for Tuesdey, June
7th, 1938 et the hour of 3:00 in the afternoon, et 729 Seventh
Avenue, Menhattan, City of New York, N. Y.

An affidevit of the sending of such notice by Loyd
Wright, Secretary, is atteched hereto as is a copy of the tele-
grem which was sent es stated in the affidevit.

The meeting was celled to order at the hour of 3:00
in the afternoon of thet day.

Mr. Jemés A. Mulvey @@ea as Cheirmen of the meeting
and Mr. Dennis F. O*Brien, as Secretary thereof.

There was no quorum present. Those present, there-
fore,voted unenimously to edjourn the reguler meeting celled for
Tuescey, June 7th, 1936 to the following day, Wednesday, June
Sth, 1938 at the hour of 3:00 in the afternoon at” 729 Seventh
Avenue, Manhattan, New York City, WN. Y.

The meeting then adjourned.

] Chairman of coe hectad

>»

-- ~~ Secretary of the Meet

STATE Mie, Se iolianblalianed

COUNTY OF LOS ANGELES.

LOYD mt being by me first duly sworn, deposes
and says: .

That he is a resident of the County of Los Angeles,
State of California, end is an officer of UNITED ARTISTS
CORPORATION, a Delaware corporation, to-wit, the Secretary
of said corporation.

That acting in his capacity as Secretary of saic

‘corporation anc pursuant to its By-Laws, your afficnt dic,

on June 2nd, 1928, send a notice of the time and plece
of a reguler meeting of the Board of Directors of said cor-
poration, said reguler meeting having been called for Tuesday,

June 7th, 1938, at the_hout_.of_S:0_S1s56ek 35 Tie sf bermeons
at 729 Sevegth Avenue y New York, N. Y; that said notice was =

sent by tele telegram as required bythe By-Laws of of Said corperetion,

and ‘that a true copy of said notice-is hereunto annexed to ae
this affidavit. 7

SUBSCRIBED AND SWORN TO
before me this 4th day cf
8.

Ty
said County and State.

ee > ; > ®t
fe , .* 4
A é a
: T ACCT’G iNFMM. . “« F
e. es. BeBe ati MEWCOM®S CARLTON pe cc. waLever
—_— anaes ee a on EO Siiipind Seog ae ” weca Fe@gerognt
Sen te flog mes edinesl tothe Wnrerteck laid, which are hereby agreed to

ee

bos. angeles, Cabstorntey « =
June fnd, Ss,
To Western Union: | er

ae “Please send the attached telegram, DAY LETTFR, th those in the United
States and might letter t- those in in London, as follows:

208 Rerth Gazon Drive, Beverly Hills, Caltforntey- |
Pp Wortn Formose sveme _paliyesod , California; a
Lin, 1416 North La Brea emeé, Hot formiae: =
: ae ty a ihneters Bttec artiste tar, Bes cee tae ‘Ne Wore; ia
“ Fat Pe dn TR, . a e e. ew
: ar. et pt come 1th Y, New York, B. Y. :
i Mr, Edward C. » Knickerbocker Building, Nex York, Ns. Y; |
~~ file. James Mulvey ’ Seauel Goldwyn, 1041 North Formosa, Hollywoody ©
Mr. Co E. bricksen, Re tk Hor th Formose A » Hollywood; te:
Mr. D. E. Rose th “ormosa Avenue, yrood; ifornia;
ir ariverstune: c/o United pes i a 729 Seventh Aves, New ¥o
Mr. Alexander Korda, c/o London _riims, ge Grosvenor ,pouare, 3
omnop Guthrie, * *

Fe Dr. A. H. Siamini
; ‘ Mr. 3.

. Loyd Bright. a : B:
fete to Le ake
ERS ARE AVAILABLE FOR THE DELIVERY OF NOTES AND PACKAGES

3
:
is

%

i the terms on back heveef,, which are hanby cigried te

“eae ; Los Angeles, California,
cy ae June 2nd, 1938.

Please take motice that a regular meeting of the Seared of Directors

= of United Artists Corperation will be held the first Tuesday of June,
a to-wit, June 7th, 1936, at 729 Seventh Avemue, New York City, New

See. York, at the hour of 3:00 otebsek Py M.

ew eT SS

ee eee re United Artists Corporationy 9 a
: mrs By Loyé Wright, Secretary, —
da Charge to boyd Wright | as eae
‘ea L1E5 Board of Trade Bide. :
| WESTERN UNION MESSENGERS ARE AVAILABLE FOR THE DELIVERY OF NOTES AND PACKAGES — =

-* Ls, 2 ee =

et Yootoe, ene J
be SEE SORRY WEL AEPRIETS SHSRIEIONS CR FS CSTRINS COMPRES SERVICE 1201-8

SYMBOLS
DL = Day Letter

NL = Night Letrer

Received at Main Office, 608-610 South Spring St., Los Angeles, Calif. =z
lL epeees—as ue : .
: HOLLYWOOD CALIF 12187 JUN 7 1938
LOYD BRIGHT, SECRETARY UNITED ARTISTE CORPORAT! OX
~ 1125 BOARD OF TRADE BLDG 131 WEST 7 ST iGGA
| | i HEREBY RESIGN AS A DIRECTOR OF UNITED ARTISTS CORPORATION AND
pesionate CHARLES SCHMARTZ OF NEWYORK TO ACT AS MY DIRECTOR UNTIL

FURTHER NOTICE.

CHARLES CHAPLIN
3242?

lll
time shown fm the date line on telegrams and day jetters s STANDARD TIME at paint of origin. Time of receipt is STANDARD TIME at point of destination.

Pd

Saaaeeeents Veties): aemapmateminiee seat cpentparncenetas - ate ees” eee

of
: sat 7]
9

UNITED ARTISTS CORPORATION .

An adjourned regular meeting of the Board of Directors
of UNITED ARTISTS CORPORATION was held on Wednesdey, June 8,
1938, at three o'clock P.M., at 729 Seventh Avenu®, New York

City, New York, pursuant to an adjournment of the meeting of

ee Me. ney ee eee

<a

June 7, - 1938.

There were present the: following directors:

Charles Schwartz, ‘ Jemes Mulvey,
George J. Schaefer, Dennis F. O*Brien,

constituting a quorum.
“There were also present the following:

Mr. Harry D. Buckley, Vice President
Mr. Arthur W. Kelly , Vice President

a? Mr. Harry J. Muller, ©~.Treesurer,
Emanuel Silverstone, (London Fl Productions,
ltd.
Paul O*Brién,~ Attorney. ~ —

Mr. Schaefer cic the chair end it, Dennis ©*Brien
acted as Secretary of the meeting.

The minutes of the meeting of May oy 1933, beld at Beveris: $

Hills, Calif. nia, were read ~- eprroved, these being the last a
minutes in the possession of the Secretary.

The foliowing matters were discussed:

-~~ffr. Dennis F. O'Brien reported: <a

i. Theat Mrz Schaefer was very anxious to inelude « ciause in Es

the new exhibitors contracts, which would prévent exhibitors from .

Bas
. ¢ .-
. iterate,
double featuring with the United aise producers’ pictures t
eny picture which does nct heve the eporovel of the ‘Produe-

v
tion Code Administration of the V.2.P. & D.0.A.,Inc., or the

epproval of some asency of like nature, because he hed found ~ F
that in some instances exhibitors would double Bature a AS
picture with an aopeal to chilaren, sudh. 68 "TOM SAWYER", wit

such pictures as "SCSTASY™, It was meee. seconded and unan-

s

meoktiattes Lae
RESOLVED, that such | clause be inserted in the
. 1938-1939 exhibitors? contracts, sub-
ject to the form-ofthe clause being
approved by the attorneys for the
corjoretion.

imously

Bu. Hughes claim. “tr. \o*"Brien wavercet thet representa-
tives of Howard Hughes had been discussing the ‘possibility of
nakine a claim eeainst the United Art Artists“Corocration and that ~

~he was negotiating with Mr. Hughes* ettorneys.

3. That the ‘loss by the French Company of somé $350,000.
hed been preliniherily allowed by the Tax pestAent; that.
he thought thet it woulda be finally sliowed end that this
would result in a scving of a tex of $52,000. Mr. Muller
reported thet United Artists hed prevkously set up & reserve
of $57,000. to take cere of the contingency of this French

loss being disallowed. : “

Mr. Mulvey:

~~ -_-~

——_1._ur._mutyer presented to to se nctig ste eioet orm
: ment with Dr. perce Mr. O*Brien ‘Fevorted that he

Meek OSS cee wears Sse po

Sra nae SS 1d Se Rk BOY MP Ree

»

—

a.

report on the matter as it had been discussed st an informel
meeting of the vericus people involved in Celifcrnie end that
his report confirmed the proposed agreement nresented by Mr.

Mulvey. The asreement also made provision for Dr. Giannini"s
*
secretery, For yitaet Welker and for Leo Seruels.

It wes moved by Mr. Mulvey end seconded by Mr. O'Brien,

end unanimously “ae SY 54:
=* —, se
RESOLVED thet the affeement presented to the
meeting by Mr.Mjlvey be eavproved in
_..._ Substance enc the :-the-effieers of
the corvorstion be and they are here-
by euthorized to execute such agree-

ment when end if it has been approved ‘
in form by the attorneys for the cor-
poration. :

: oe
2.. Mr. Mulvey presented a prooosed mortgage sledge and

Security eereement with the Bank of Arerica, together with a ~~

preposed cistritutor's acceptance, under which the Bank of,
America would logn to the Goldwyn organizetion certein money .
on the security of the producer's share of certain pictures,

@s more specificelly set forth in the proposed agreement.

After discussion, it was roved, by Mr. Dennis O'Brien,

a

seconded by-Nr.-Sehwertz,-and unéminously —"__——“~;737«7]7CSTS~=<S =

RESCLVYED, that the Bank of Americe be advised thet
Unitea Artists Corsoration would execute
the distrivutor'’s scceptance in the form
atteched to the mortgaze, pledge end se-
curity egreement, with the vrevision thet
it be understood thet the distributor be
permitted to recoup any eadvence for prints
thet the distributor might rake, even

though such sdvence were not provided for
- ~“fn the cistribtution Sgreenent. zi

mpre ee

aay gi , . o4-

3. Wr. Wulvey presented the resignations of Mr. Davie ~
Rose and of Mir. Charles Chaplin es directors of United Ar- x

tists Cor oretion.

Mr. Scheefer: .

i. Mr. Schaefer resorted thet ur. Kelly hae negotiated &

& contreet with Worle Window, Inc. of Deleware for é series |
of 6 minimum of ten, rexiwum of twelve, short subjects for dis-

tribution in the United States end Cenade and in certain other

territories of. the worig: — The distrivbion splitwastobe—

35% te the distributor end 65% for the producer in United States :
end Canada. In the whole Sewth American and-Centrel Anerian
territories and eartatz territories of the Far East, the dis- ~
tribution so1it@es, to be 50-50, the producer to pey eil
~aiktgea— - The Ifcefise is for five ye veers from the ' late-or ae)
release of eéch picture in each territory, the deliveries to
be approximately on the besis of one & month. . The producer
elreedy- hes a contract of distribution for these short subjects:
with the English company. The proposed sgreement tor the dis-
tribution of these short subjects wes approved by the stock-
eohbet gor L --
* It was moved by Mr. Scheefer and’seccnded by Mr. Mulvey,

end unanimously

RESOLVED, that & contrect for the distribution
of the eforesaid World Window short
subjects with the-producer, World
Window, Inc. of Del@ware, be drawn

—..__________by_the attorneys for the corporation

fs Das
é » . ~~ «Se *
3 on... *
on the ceed ob Shcah toe Wltes Secked and
> Cenade end 50-50 far the other territcries of - oe
. South America and Central Americs and the Fer r +

East, and thet the officers of the corporation
be euthorized to etecute such 2 contreet.

‘ een ee ee .
Mr. Mubier revorted:-
ae OS India. In resconse to ¥r. Schwartz's incutry con-

tcernine the tax on the oroducer's shere imposed by the Indien
euthorities, ur. Muller reported al the allocation of the
negative cost was creeicated u ‘ao on a depos aia” ‘earned bests,
not orints. The peientesdses were errtived st from excerience *
flevres obteined from 16 feeture pr ductions end 41 Disneys.
‘ee 2. Itelian lire: In connection with the $71,909 worth of

~

asin nl Thensury Dottar notes mequired by the Exoort Comoany, ”

a i ee eens Ese

“a sele wes consummeted of $15,000 worth of these notes et @ m:

discount of 30% on var vehke(eporoximetely 25% in cost). A
further sale at the seme orice for $2,500. (worth of these notes : E:
wes mede fo r Brits sh and Dominions Film corvoration, Ltd., but |
in#smueh es its provortion of th= notes emounte to only $1,300.,

the exeess plus the 915,000 sale bomen eroreted over iekiea

rare nnncangpnnanncm il

sraduoers of Beleware end Beeort. So
3. Legel expenditures. fhe Sveciel Lercel Committees ofr the
veri-us compsnies asked the vayment of the ft ollie rine items, the —

emount set forth beine the share of the firure: Pecauas to the -

United Artists: -- aes
ss Hees
$ ‘Trinble de Roode v. j Makan $87.50

ae . Rego a tele oe ey ek Be

settlement of # patent infringement case. Unon suggestion,
this payment was tabled vendine further investigation of the
nature of the patent. .

Bini Case (Argentine) ~*~ $260.00
This is United Artists* nroportionete share of the 24,000 fee
of Dr. Satanowsky for 4 tri» to the United States. The payment
of this fee was approved,

4. On May 15th George Archibald wrote eet there wss a
strong feeling that the Belgian franc, Swiss france and Dutch
florin will be depreciated in sympatny with the French Franc.
He accompanied this resort with an inguiry es to whether the
producers wish to meke a forward sale of the aforement‘oned

currencies, perticulerly of the Desetee featers

Er, -Muivey- reported thet- he is intergsted and wonta |

United Artists to outhcbias lr. Archibald to make a forward
sale of whet he estimates the Goldwyyshare of future rentels
would be for six months. This estimate and sale he wishes to
cover ell three currencies. @

Uson suggestion it was moved that this matter should be
revorted to each procucer and thot the attorneys “should pore-
gere & proper euthorizetion and release to United Artists.

_ Mrv Mulvey moved and Mr. Schwartz s&conded, and it wes

unanimously, $c Pee

RESOLVED, that a forward = of estimated pro-
Gueers* rentals in the Belgien france,
Swiss frane end Dutch florin be made

rs

ain" om

by the United Artists if instructions so
te do are given to United Artists by the
producers, and that any risk or loss re-
sulting from any such forward sale must be
borne by the producer, and that such forward
1®6ale would be made only when, as and if the
United Artists sre-so instructed in writing
‘and the producer hes executed en authoriza-
“tion and release in writing in the form pre-
pared by the ettorneys for the corporation.
a
&. Stockholiders* expenses, Mr. Muller presented to the
meeting 4 list of various disbursenents of the stockholder pro-
ducers in the amount of $15,177.02. These disbursements erose
from treveling expenses and other items in connection with the
new distributicn terms. It does not include any expenses in-

curred or paic in London. It was unanimously

™~ RESOLVED, that this metter be referred to the stock-
holders for their disposition.

6. Wanger palence sheet. Mr. Muller presented to the

meeting the Wanger belance sheets, one for a period ending Dec-

ember 51, 1957 and the other for es period ending April 2, 1938.

Nef ther showed E profit or loss, but-—the accounting was without
any exhaustion table.

7. Cabitel stock tex return. Mr. ller revorted that
e 2
the deceleration of worth in ne past wes $20,000,000., and in-

quired whether this figure shoyld be declared again. ‘This

matter was referred to counsel “for 2their advice, to be reported
upon at the next meeting.
8. Canedien’money. Wr. Muller reported thet the

Canedian company had accumulated $100;000. The present rate of

a
’

Abn

Pe SS, Set

o

exchange is 98.68. This metter wes teblea until the next

meeting. :

ai :

9, -Mr, Muller distributed to those present at the meeting

the earning statements for the five months period.

Mr. Buckley revorted:

&
1. Aporoval wes reguested of “ike following loans:
, ewre-@minrd} ; .
‘ ‘ Loans Repayable
Earl J. Denison $150. $5. weekly
John Provost - 100. 5
Eddie Mullen 159. A 3 SR ae came
Semuel Rifkin 100 190 bei
May Kogan 50. 5 bie
Thelma Dodson, (Atlanta) 50. a

‘ ; ‘
The above loans were approved. ’

2. Greater New York Fund. Contribution of United Artists

to the Greeter New York Fund of seach wes epproved. Mr.
Buckley was further authorized to pay the employees’ contribu-
tion in ‘the sum of $829. by company check, even an only

part of this money hed been ectually’Shid in eash and pert
was pledged.

Span motion duly made, seconded end’ unanimously

carried, the meeting was edjourned until June 13, at 12:30 ?.M.

- aS CT 5-0

~~ .
ee "7
a ee ee

f i+
> ———

ny oye tt
ee Cee Sel
WIONUTES OF A SPECTAL MEETING OF STOCKHOLDERS
tf

¢ we ‘ U

UNITED ARTISTS COR-ORATION

4

A special meeting of the stockholders of United
Artists Corporation wes held at the office of the corporetion,
729 Seventh Avenue, New York City, New York, on Monday, June 13,
1938, at the hour of 12:00 noon,

There were present the following, being all of the
stockholders of the Corporation:

Charles Chaplin, a
by Charles Schwartz, proxy.

Alexander Korda,
by Emanuel Silverstone, proxy.

The Pickford Corporation,
by Dennis Ff. O’Brien, proxy.

Samuel Goldwyn,
by Jemes Mulvey, proxy.

The Elton Corporation,
by Edward C. Raftery, proxy.

Mr. O'Brien act«” as Chairman of the meeting and

Mr. Raftery acted as Secretary.. | ies
Mr. Raftery preeemed to the meeting a telegram of

cell of the meeting, executed by Loyd Wright, and the same wan
annexed to the mimutes of the meeting.

The following motion was ‘nile and seconded: To amend
Article V, Section 2-e of the By-Laws referring to the Chairman,

\ by omitting therefrom the following: "and shall exercise, subject

to the control of the Boerd a general supervision of the affairs

= =2-

|

>>}

of the corporation”, so that when amended it-will read as follows:
"The Cheirman shall preside at all meetings of the Board of Direc-
tors and shall perform such other duties as may be assigned to
him by the Board.”
The Chairman celted-for a vote, and Messrs. O'frien,
Mulvey, Silverstone, R aftery voted in the affirmative and Mr.
Schwartz voted in the negative. The resolution was marked "Carried".
The following motion was made and seconded: To alter. y
Article Wm section 3 of the by-laws, by the elimination of First

Vice-President, giving that post the same duties as those that
were attributable to the Firgt Vice-President so that it will

read: “The Executive Vice-President shall perform the dutieg of
the President in the absence of the President, and such other duties
as may be assigned him by the Board."

The Chairman called for a vote, and Messrs. O'Brien,

Mulvey, Silverstone and Raftery“voted in favor of the motion,
and Mr. Schwartz voted in the negative. The resolution was

marked "Carried".

The following motion was made and seconded: That in view.
of the passage of the previous motions, substiteting the term
"Executive Vice-President" for the t@rm "First Vice-President",

that wherever in the by-laws the term "First Vice-President” is
used, it be corrected to read “Executive Vice-President."

The Chairman celled for a vote, and Messrs.’ o*Brien,
Mulvey, Silverstone and Reftery voted in favor of the motion,
end Mr. Schwartz cweat in the negative. The resolution was

2 wes a
oe
merked "Carried". | — ee ‘
There being no further; ‘business before the nesting, the
seme was upon motion duly made and ‘seconded, adjourned. , .
a Cobecad 2.“
-- . ceting Secretary :
he Y é -
0 ae
®
: é
: :

«

/ 2 Bewrwr

STATF OF CALIFORNIA,
COUNTY OF LOS ANGELES.

LOYD WRIGHT, being by me first duly sworn, _
depeses and says:
- That he is 4 resident of the County of Los
Angeles, State of Celifornia, and is an officer of 4
UNITED ARTISTS CORPORATION, a Delaware shipdwation,
to-wit, the Secretary of said corporation.
That acting in his capacity as Secretary of
‘Said corporation and pursuant to its By-Laws, your
affiant did, on Jume 9th, 1938, send e notice of the
time and place of a Special meeting of the stock-
holders of said corporation, said special meeting
having been called for Monday, June Léth, 1968, "at-: ae
“She Sous of 12:00 o'clock noon, at 729 Seventh ie
avenue, New York, N. Y; that said notice was sent
by telegram as required by the By-Laws of, said cor-
poration, ayf that a true copy of ssid netice is
hereunto annéxed to this affidavi

SUBSCRIBED AND SWORN TO
before me this 9th day
8

of i 193 8.
Notary i 2 in and =

said County and State.

~.
re

Se aD RE SEE TI PES MD IDET Ft ye ee GEE TE ee

Gd haReleadiaens, ata Octensen tack Meh Ohad cletaaliadianadte =”

: : : Los -Angeles, California,
June Sth, 1938.

BS To Western Union:

Please send the attached telegram DAY LETTER, to the following ¢

: im the United States, and to. London:

3 The Pickford Corporation, 1041 North Pormosa avenues Hollywood, Calif

j; i The Elton Corporation “bak ‘North Formosa Aveme Hollywood Cait

a Mr. CheariesoOnaplin, tae Worth La Brea Avemue, Hollywood Aer: a

Bh as ur. ——e beeen” 22 Grosvenor Squere, -&

4 Wr. Samuel » 1041 North Formosa Avenue Sollywod, Calif; ae

: ar. seg etivegttane, co ted Artists, 729 Seventh A e, New York, WE.
> fe. Awt-Grannin} Neon Drive , Bevery AIILLS ALI FoR Nin :

‘ Loyd Wright.

aan Charge to Loyd Wright

ee 1125 Board of Trade Ee

ce eee eee eee eres Re

2
ee ee 4 e — Tee 5 : iis .
OS ES pl ee oe ey ee ee Re air Le ee ae Ee Ss) ee ee

Giewthabe: OS NS 2D SR -— + a et ee — 2 ——oee
os SS eee So LS SS ro
———- ane

Send the folleting memes, sjoct tothe teres on bock hereof, hich ane hereby agreed te

Los Angeles, Celifornia,
June Sth, 1938.

i: ; Lease take notice that a special meeting of the stockholders of

... MBited Artiats Corporation is hereby called to be held at the New

ie York office ofthe corporation, 729 Seven Avenue, New York, on

ae Monday, June 13th, 1928, atthe heer- 20. o¥clock moon, for the
¥ : transactiom of the following business: / To amend Artiete ¥ Seetion._
me 2-a of the By-Laws referring to the irman, by omitting therefrom ~~~
% the following: "amd shall exercise, subject to control of the i: SS
“4 @ general supervision of the affairs of oite Corporation®, co that - =
5; when amended it will read as follows? Chairmen shalt preside _ :
pS at all meetings of the Board of Direetors and shzll perform mehother

i 3 yx

a= Article ¥, section © of the By-Laws, by the elimination -f Tirst
; Vice-President, and to substitute therefor the post of Executive Vice
President, giving

that post the same duties as those that were

ettributable to the First Vice-President so that it will read: "The
Executive Vice-President shall perform the duties of the President
2. in the absence of the President, and such other duties és may be

ey assigned him by the Board.*® .

op “ United Artists Corvoration,

=
4
;
is
ee
=

7
Por...
—
a

:

By Loyd “right, Secretary.

WESTERN UNION MESSENGERS APS AVAILABLE FOR THE DELIVERY OF NOTES AND PACKAGES

’

-

MINUTES OF ADJOURNED REGULAR MEETING OF DIRECTORS g
of
UNI ARTISTS CORPORATION ae

An adjourned reguler meeting of the Board of Directors
of UNITED ARTISTS COR ORATION was held on Monday, June 13,1938,
at twelve-thirty o*’clock P.M., at 729 Seventh Avenue, New York
City, New York, pursuant toan adjournment of the meeting of

June 8, 1938. '

|
There were present the following directors:
Charles Schwartz, James Mulvey,

George J. Schaever, Dennis F. O*Brien,
ldward C. Raftery,

constituting a quorum.
There were also present the following:
Mr. Emanuel’ Silverstone, representing Alexander

Korda,
Mr. Maurice Silverstone.

43

2 The first matter presented to the meeting was a pro-
posed contract with Dr. A. H. Giannini, reeding as follows:

aZa

~

"An agreement is in existence between UNITED ARTISTS
CORPORATION end DR. A. H. GIANNINI, dated July 8th,
1936, whereby Dr. Giannini agreed to render nhts-ser-
vices as the Chief Executive of United Artists Cor-
poration for a term of five years, terminating on
July 5, 1941.

Dr. Giannini stated to the Directors of the corporation
at a meeting held several months back that in the event
the corporation adopted a certain course which was at
that time under discussion, he would expect to resign as
an officer and director of the corporation and ask for
the termination of his contract. This situation has
come about. Dr. Giannini has presented his resignation
as an officer and as a Director of the corporation, which
resignation is hereby accepted,*and said agreement is
hereby terminated and cancelled, and each of the parties
is hereby relieved from any and all further obligation
thereunder, and in full satisfaction thereaf the United
Artists Corporation shall and does hereby agree to pay
to Dr. Giannini the following amounts:

The sum of Fifteen Hundred Dollars ($1500.00)
per week, payable weekly, until and including
October lst, 1938;

Commencing with October 1, 1938, and continuing
to December 31, 1938, the sum of One Thousand
Dollars ($1,000700) per week, payable weekly;

The sum of Twenty-six Thousand Dollars {$26;000-}————-—
on..danuary 2, 1959; at,

The sum of Twenty-six Thousand Dollars ($26,000.)
on July 1, 1939; ,

The sum of Twenty-six Thousend Dollars ($26,000. )
on Januery 2, 1940;

The sum of Twenty-six Thousand Dollars ($26,000.)
on July 1, 1940; and ”

® The sum of Twenty-seven Thousand Dollars ($27,000.)
on January 2, 1941. : .

In the event any of said payments abeve provided
shell remain due and unpaid for a period of ten
(10) days after written demand upon United Artists
for the peyment of same, then at the option of the
payee all remaining payments shall become immedi-
ately due and payable.

{ whe

"The payments herein provided shall inure to the benefit
of Dr. Giannini's heirs, exeeutors and assigns. The
obligations hereof shall be binding upon United Artists
Corporation and its successors and assigns.

IN WITNESS WHEREOF, United Artists Corporation has
caused this instrument to be executed by order of its
Board of Directors and Dr. Giannini has affixed his
name thereto as of the 8th day of June, 1938.

UNITED ARTISTS CORPORATION

By,
Vice President
ATTEST:
Heh ” ain i
Dr. A. > Giann bal

Upon motion duly made and seconded, it was
unanimously,

RESOLVED, that this Board of Directors ratify,
confirm and approve the execution
and delivery of the foregoing agree-

Ont; -and it was further

RESOLVED, that George J. Schaefer, as Vice-
President of the corporation, and
Edward C, Raftery, and they hereby are
authorized, empowered and directed to
execute and deliver the foregoing
agreement on behalf of the corporation.

~ ‘

ee: Ve cee

{

There was then presented to the meeting the resigna-

tion of Dr. Giannini, dated June 11, 1938, as Chairman,

“president and Director, which was accepted and ordered spread

upon the minutes. ponies —-
a. There was also presented to, the meeting the resigna-
tion of Thomas L. Walker, as an otttese of the Corvoration,
which was accepted afd ordered spread upon the minutes. .
There was also presented to the meeting the resigna-
tion of Leo F. Samuels as Assistant Secretary of the corpora].

oe
tion, which was accepted and ordered spread upon the rinttes.

Mr. Schaefer was authorized to enter into a contract
to employ Mr. cacaan Walker for a period of twenty-six weeks
(26) weeks, at @ salary of One hundred and twenty-five dollars 2
($125.) ver week.. oe K ,

_..._Mp. Schaefer -was-eiso-seuthorized to execute a contract ._

with Miss Rae Falciglia, secretary to Dr. Giannini, in the sum
of Eight hundred and forty-five dollers ($645.00).

Mr. Schaefer was al80 authorized to execute a contract .
with Leo Samuels in the sum of One Thousand One Hundred and
Five Dollars ($1,105.00). In view of the fact that ‘Leo Samuels
had been with the Corporation for fourteenyears, it was moved,
seGonded and unanimously adopted that the Corpovation pay to ~

Mr. Samuels an additional Qonorerium of FIVE HUNDRED DOLLARS
($500.)., and Mr. Schaefer was directed to send the same to him,

-5=
Beverly Hills, Californie, -
\ June #th, 1928.

Te the Board of Directors,
United Artitts Corporation,
202 North Canon Drive,

Beverly Hills, California.

Gentl emen:-

. hereby tender my resignation as Chairman, Président

and Director of your corporation, effective immediate-
ly, ae wR on abl effi cs ancl drclrrbipr

ne Very—truly yours,

Beverly Hilis, California,
June 8th, 1938.

To the Board of Directors,
United Artists Corporation,
202 North Canon Drive,
Beverly Hills; €alifornia.

Gentlemen:-

I nereby tender my resignation as an officer of
United Artists Corporation, as well as all other
capacities in which I have served your corpora-

tion.

__ Very truly yours,

Aree /
Thomas L. ker.’

&

-s=

-7-

Beverly Hills, California,
: June Ath, 1928.

To the board of Directors,

United Artists Corporsetion,

£0£ North Canon Drive,

Beverly Hills, California. °

Gentlemen:-

I hereby tender my resignation as Assistant Secre-

tary of your corporation, the same to take effect
immediately. 3

Very truly yours,

~<
“

AD

Dear br. Gisnninti:-

SL : : 2 : = gee : a
piegs : ee. : 2

Beverly Hills, Celifornia,

June Vi P obey - ee

|
ioe
R |
z Ft a 8 ;
¢ . a nn
fr. & FB. Giunnint, needle - = : a
£08 Worth Canon Drive, *

Beverly Hills, Califcrnic.

>

j
Please find enclosed hererith check for $445, »eyable

to your secretary, Mist-Rae Faleiglia, which ts conpensa-
tiom for three months st the rate of 2€5.% -er reek,

BLli you olense deliver this check to Wiss Paleiczlig and
extend +> her on behalf cf the corporation, our ep>recia-
tion of her loyal end efficient services rendered the

Company, afic wish her every success in eny nev undertek-
ing. sien

8 em

ss &

QMITPD ARTISTE CORPORATION,

as z 4
f By =) 4 2
I hereby acknowledge and : as
“accept tne foregoing: - 2
9 oa RSS

A _ aa : ~

, oS eT,

Beverly Hills, Cellfornia
Junelg@th_, 1938

ur. Leo F. ismucis
z£9£ Nor Canon Deive
Bewerly Hills, California

Dear ¥f. Samuels: ae: are
. Z saree ss ‘ f ,

» This is to advise you thet the undersigned corpor-
ation has accepted your resignation «s Assistant
Secretary of said corporation and your request .
that your employment be terminatec, efreetive im- .
meciately, is.hereby granted anc consented to.

' You will please’ f enclosed herewith our check

~~" “fn the sum of One Thousanc One Hundred ané Five

follars (g1,105.00), made payable to you.

May we take this opportunity of expressing our
appreciation of the Loyal services rendered the
corporation by you. . Accept our best rishes for
your success in any net unéerteking in «hich your
services muy be engagec.

- _ Very truly yours,
"'UNTTED AFTISTE CORPORATION

art ive

© .
eedan

By

ee ee

I her acknowledge arid
accept ) he foregoing:
(neni

a

be Oe,
eo F. Samuels.

agreement between UNITED ARTISTS CORPORATION and
MAURICE SILVERSTONE, as follows:

@-ll-

x The Secretary read to the meeting the proposed

SOS ap eS = Ea or oe eee b> Go a ng ~ OST RS 4 ery “See ee
we - iy # eS a te oe ; ee

-
Se ee > . ee 1 _—s

. its princidal o¢sce of dusiness in the City, County and
~ State of New YoW, (hereinafter desizneted as "UNITED") ,—
ee and MAURICE SILVERSTON®, (hereinafter desirna ted as

*"SILVENSTONE*. <

_ KITNESSETH:

WHEREAS; SILVERSTONE is now employed by sudsidiary
corporations 9f UNITED, poursupnt to contrects of employ-
mane 4 ment Listed in Schedule "A" hereto attached and made « vart
hersof, under which contracts such emoloyment will continue
to dune 30, 1945, end under wh®en SILVERSTONE is entitled
y - to-recetve very sibstential sums of money by why of salary
and shere of profits, and wicks > ‘

tae |

WIFRMAS, UNITED gesires to heve SILVERSTONE terminate § s
such enoloyment, and, whereas, in order to induce SILVERSTONE
to do so, and im consideration of his doing so, UNITED herebdy-=—

enters into tniS. esreement, and asrees to pey him she moneys
_ H6FSIRSPter provided, ax ——
‘ ‘ 5 a anne ea
WHEREAS, SILVERSTONE is wilking-to-consegé to the __
cencellation of such contrects end to enter into this
agreement, in consideration of the peyment to him of the ud
moneys provided to be npsid hereunder, —

5

IT Is AGREED betweeg the parties hereto, 2s follows:
rer eeatneneresiensesivusheshcoenassee od Bite ESE t zt
ga 1. Concurrently Witt the execution snd delive
hereof, SILVERSTONE agrees* to consent to the termination
eee of said gag ttarts-speotstot in Scheduie "A", as of the.

*ig dete bereof, upon the terms end conditions as set forth

of its respective subsidiaries mentioned im Schedule "A"
_ to execute such terminations. -

2. UNITED hereby employs SIfv*eSTONE as General

Manéeger, with thaytitle of “General Maneger,* together

: with the right to use such other destcnation as the
- ' Board of Directors of UNLTED mey fix for a period of ;
oa -~~* five ay commencing with the date hereof, subject to, ee
EE the right, however, on the part of UNITED to change . e
Silverstone'’s status of employment, as provieag® in pere- :
graph "8", paces 6 and 7? and 5. S . |

¢ J- : :

43, SILVEXSTONE'S duties and powers shsll be the

— —="fotingine:

¢} #e shell menace-the-effeirs end busihess of a9

__ UNITED, subject to_end under the Girection of the Board
of Directors” or UNITED, and without interference from.
any individual stockholder or director; —

SS SS eee ws

ieee

-

-13- ;

- >} He Shall be emnowered to eneace- wall personnel
of UNITED and its essocisted and subsidiary convanies,
“torzether with full vower to discharge any member of the
persorinel, “without interference from sny indi duel stock-
holder or diréctir-(and in the ease of any associated end
subsidiary companies, subject to securjine. the right..£0
exereftse such sowers, from the Board of Directors or such
resnective comaenies} ; . Ll al Dil 4 :

—.¢) #@ shart te ameawe srea to reorganize the busi-
= Héss\ of UNITED, in order to effect such econoni os as
= IIL ‘be for the best interests of UNITED; 0 Yeas

>

i a) The duties and 90wers embraced in subdivisions
: » {o) ant (ce) hereof shell be limitea in the following Tes-
pects: pi =

‘lf’ He will not commit UNLIED on vt fo peers
avreement for a neriod of more than one (1) veer

for a sum in excess of Fifteen Thousand Dollars "($35, 000)
i heak & the consent and approval of e eggorer? of the

“ Board of ¥irectors of UNITED2 ; =

TI. He will not accent .any films for world-wide oe,
distribution, throuch the facilities of UNITED, without - S
the eonsent of: a majority of the Board of Directors,

ot nnn SEV ERS TONE Yowever, be exoressly eg ETE
on for jocal distribution outside of the United St

Cds = waa - : sorid-wide Stfi ition,

ane filns “hich = his judemen> will be for the best in-

-terests of UNITED, and uvon such terms as he shall dectde, . ;
but if any cash advance or guaranty shall be recuired of FU
UNITED (other then advences for erints, edvertising,duties, ©

____"__.__.._eensershisa,. kontingent and similar fees, dubbing. sa

; ing and other incidents] sxpenditures in connection with ais- .
sribution), the consent of a majority of the Board of Direc- |
tors shell be recuired. : paa*

III. “He shell not heve any richt to deal with
ters-which are hereby expressly reserved to the die
peep anny or stockholders, as the case mey be, as regards
the capitel—end financial structure of Snr TaD 5

IV. -He shall have no power to discMarge any-men-
wf; of the personnel performine sefPvices under e written
contract orior to the termination of such contract,without
tirst securing the -epproval ofa majority of the-Honra of ——_
Directors.

~~“) -“"'iie “sWall aise-ceneraliy supervise the management, __
and direction of all subsidiarics amd affilistes of UNITED, -
under the direction of the respective Board of Directors of
such subeldisries end affiliates; :

a : ..f):- He agrees to _hofa such offices in UNITED ant

its mebatdiantes and affiliates to which he may Be_el
ted during the term of this agreement, without compen§S#=--~—~

Yo<

tions but the aeceptence of such. offices or the termina-
tion thereof shell’ in RO wise effect his employment nhere-

under. - . :
he 4
&) In case any powers hereinabove given to
- SILVERSTONE cennot by law be delegated to him by the >

Bosra of Directofs, then such powers shell be deemed
to cemesin vested in the Boerd, snd Such powers shell
iene —_... be excluded from SILVERSTONE'S powers, without affect-
ing in any way the other vslid powers and the validity se
of this egreement end his employment hereunder, and ee
both he and UNITED shall remain bound thereto, and
his compensation shall not be diminished or affected
by reason thereof.

i Rita oad i Oe ts a
4, It is contems lated that SELVERSTONE'S head- rs
quarters will ,be at the natn cffice of UNITED, in New
York City, end taat he wil] net be obligeted, without

his egnsent, to spend more then six (0) months im any

yeer of the term hereof in the rendition of services

outside of New York City, New York.

If at the time of the scat canton of any year
of this ecreemenut, SILVERSTONE shall be outside of the
City of New York, "Ni Y. then, notwithstendine the exvira-
tion of one year end the comeneament of the subsequent
yeer of the term hereof,-the total continuous perio i= cad
puted from the dbte when he left New York City, uitil he :

. shell have returned shall not be more than six months,
without his consent.

_._-ta_Lae—case.ofthe rendition of services by
SILVin2STONE outside the City of New York, UNITED arrees
. to vay his transportation, traveling and living expenses.

In cese SILVERSTON* shell be required to leave
New York City in the rendition of services, and such trip
Shall be an extend e.(in excess of three weeks) ,SILVuh-
STONS shell neve the richt to have his wife accompany him,in
which “event, UNITED AGREES to also psy the transportation
and treveling and living expenses of-bis wife.

‘ : In case by reason of his visiting or sojourning
Be any slat sso tebe ae in bie b PoSreeeerne< of ae Saks on.

coun(pee.tO assume and pay such taxes, and such ‘uen Fo shall -
not diminish the amount of the. ,compensation payable
: SLY ERRORS, enter: erticle "7" Hereof. i

ieee

OO Ee ene oe eee
ie Se re Le:

4
~~

S- SILVERSTONE accepts such erployment ‘and sefees
throushout the term to verform the duties imposed on him
feitnfully and diligently and to devote his entire time
and attention, to the best of his skill end abifity in
accordance with the terms hereof, exclusively to-UNITED,
end; in addition, he elso agrees to perform such other
futies of a similar character for UNITED and its subsi- .
diaries end effiliates as may be imposed upon him by a
mejority of the boe:1 of directors ofUNITED end its sub-
sidieries end effiliates, as the case may be, during the a
entire term of this sarreement. ~ ,

SILVIRSTONE agrees that he will not during the —
term hereof directly or indirectly eneage or be finan-
cisliy interested in the business of vroducing, dis-
tributing or releasing motion picture photoplays, or:

-in any way or menner be connected with any other busi-

ness, either. for his own benefit, or for the benefit of
any other person, firm or corsoration whetsoever, a aoe
ing only the rendition of his services hereunder. othine
herein conteined, shall, however,-be deemed to vrevent

SILVERSTONE from owning shar@s of «stock im-eny corpora-

tion engsged in any of the sforementioned businesses, if
such stock ts liste@ and dealt in on the New York Stock
Excienge or apy similar exchenge. ~* “

_ The parties herete-ecxnewiedge that SILVERSTONE'S .
services herein contracted for are of a special, unique,
extraordinary end intallectual character and are of great
and peculiar value to UNITED,’ and that their loss could
not be reasonably or adequately compensated for in damages
in an action at lew dt E*s1
e replaced by UNITED, end UNITED-is here-

canno

by erented the exclusive richt and oroperty in and to

SILVERSTONE'S services and usp thereof for the term hersof.t
~ 6... +n the event UNITED desires at any time to spply

in its own name or otherwise, but at its own expense, fot

ite, health, decident oy other insurance covering SILVER-
STONE, SILVERSTONE agregs that UNITED may do so, end may

take out-insurance for any sum UNITED mey deem necessary to
protect its interest hereunder. SILVERSTONE shall have

ne righi,title or interest in end to such insurance, but

agrees nevertheless to assist UNITED in procuring the same
by submitting to the ususl and customary medical and other
examinations and by signing Stith apnlicetions or other in-
struments in writing as may be reesonably recuired: by sich
insurance company or companies. ee

sec E gah ab N gd pend ih fee Ra
pp Si Sas BA eee Re.) Se eae

-16-
8 _

,

9, In consideration of SILVERSTONE'S consent to
the cancellation of the contracts listed in Schedule "A",

_ and of the services to be rendered by him, in pursuance

nereof, UNLE 2D agrees to vay to SILVEXST ONE, and SILVER-
STONE egreeS to accent, the sum of Three Thousend
($3,006.) Dolbars per week, during each and every week
of the five (5) years mentioned in—= i_——

6. UNTTED an@igSILVERSTONE acree that commencing
uly 1, 1940, UNITED shell heave the richt to chance the
duties and vowers of SILVERSTONE described in article "3"

nereof and its subdivisions, by giving SILVsRSTONES written —

notice of its intention so to do, addressed to SILVERSTONE
in eare of Schwartz & Frohlich, 1450 Brosdway, New York
City, (or to such other address, as be furnished in
writine by SILVERSTONE, from tive Far. Ming such notice
to. be sent by registered mail not less than thirty (20)
“Géy¥5 DTISF to the lst dey of July; 1940.
In the eve&t such detiee shall be ven, ine

the manner end within the time limit above fixed, *this-
arereement shall nevertheless continue and remain in full

force and effect, for the balance of the term of the agreo
rfent, but during’ such balance of the term of the egreement

SILVERSTONE'S duties end vowsers shall be changed in the

respects either as set forth in subdivision fe) or “in sub= ms

Sivision (b) hereof, to wit: ‘
parr

a) Se shall continue to have all the duties end
powers set forth in article "3", and in all the subdi-
visions thereof, excenting that each and-ell such duties
and powers shall be rendered subject to and under the di-
rection of tue Boefd of “irectors of UNITED (and in the
case of any sociated or subsidiary companies, subject

of the Bosrd of Directors of

such raspective company}; or

db) If UNITED shall elect e PréSident or Chairmen
of the Boerd, then SILVERSTONE shell act as the Executive
Assistant to such *resident or Chairman of the Board.

UNITED shell desicnate its election in the no-
tice to be sciven to SILVERSTONE, es above provided,fsiling
wnich designation in such notice, UNITED shall be deemed to

heave elected to have desiensted the duties and powers speci-

fied in subdivision (a). UNITSD shall have the right to

_ elect subdivision (b) only if UNITED shell have elected or

designated a President or Chairman of the Board of Directors,

fgiline which, UNITED shall have the right to elect only the

powers and duties specified in subdivision (a).

ta ad -17-

Notwithstandine tie foregoine, it is sfreed- thet 2.
so long as SILVERSTONE is renderine services to UNITED
in accordance with the provisions of this Article "6",
subéivision (a) he stsll continue to heve the power to ™
take On picti:res for local distribution by UNITED or
its affilietes:or subsidiaries outside of the United
“tetes of Americs, but limited and confined to pictures
knowm as Empire pictures, produced by London Film Proeduc-
thens, Ltd. or any of the latter's subsidiary or effilia-
ted companies, upon such terms of distribution as he shall
in his sole discreticn decide, without requiring the
consent of the Board of Directors, all es provided in"
article "3", subdivision "d" ckause IIT.

juticdfgapnd vowers, ell the other terms end provisions

of th agreement shell continue and remain in full

force nd effect and binding upon both parties hereto,

and, without limiting the foregoing, includins specifically
the provisions of articles *4" end "7" hereofo- trp" °

pend oowens, eny sich chenge in SILVERSTONE'S

bak Seas Say: ee), tte tai
9. If by reason of his vhysicel disability because
of illness or otherwise, SILVERSTONE is unable to render
his services as herein provided for « consecutive period
in excess of six (6) months, then at eny time th4reefter
P and during the continuanct of such physicel disability,
' UNITED shell have the right, at its option, to suspe
. this agreement and the employment hereunder during the
continuance of such physical disability,without pay.
In any such case, however, the amount of such suspended
period shall be added to the end of the term and shatl
become part of the term of this contract. In case such
physical disability shall at any time continue for an
egreregete successive period of two (2)/7 the and there-

ios _efter UNITED shell heve the rignt, et its option,there- = _
” “efter durine the continuance of such shysicel disesiitity ————

to terminate this acreement,and in the .cese of any quch
termination this egreement shall come to an end with’ the ~ :
sgue force and effect as if the same had terminated by”
1PMtetion of time.

18. The verties herete egree that no reoressntse- a
tions,warranties, inducements or promises have been made
by either party hereto, other thar those expressly con-
tained this agreement, and this-erreement is complete
and dies the entire agreement between the parties,
saving only a certain letter delivered concurrently

herewith by tela Dra ideas SS theta hic certain
sums to reimburse him for exrenses Im somhection with the
trensfer of his remily ang home to the United States.

: a 2 x 3

* . oe

os

IN WITNESS WHERHOF, the parties Héreto have

‘—_— caused these presents to be duly executed and
their resnective seals hereunto effixed, the day

a and year first above written. as,

YPN a Sakae UNITED ARTISTS CORPORATION

fame et rsa tees

Attest: ; Seu: si

Ge

2 s

Acreement ‘Gates July S0;19S5S; between UNITED
ARTISTS CORPORATION DATED and MAURICE SELVERSTONE.

Bapotonniel. Agreem yetween the seme parties,

deted April 23,1937... -

son = eee ‘
Agreement dated July 30 ,1955, between UNI’ ‘ ;

Le TT STS (@ ORT) LIMITED and "MAURICE SILVERSTO :

rr 4
Supplementel Asreement Petween t the seme verties, cla
————______—4ated—Apri? 25-1937. Se
Agreement dated April 7 , E936, between LES ARTISTES
ASSOCIES, 8: A. (FRANCE) and MAUKTCE SILVERSTONE.

_ Agreement deted March 25,1936; betwéen L#S. é4RTISTES :
& ASSOCIES, S. A. BELGE and MAURICE SILVERSTONE. ae

. cant aeinatanttsenianninaaaeniaapinaen ee a Se
elas Agreement dated March 10,1936, between UNIFED ARTISTS :
Po AGU and MAURICE-SILVERSTONE. Page

Asreement Gated Merch 2,1936, between UNARTISCO ; a
STA. (SWITZERLAND) an@ MAURTCE STLVERSTONE.

— Arreement dated February 14,1936, ‘between LOS a
ARTISTAS ASSOCIADOS, S. A. (SPATN) and HAUKE OR SILVERSTUNS. 45

Chole. afk ee PS ss 3 wtp 2 Poy ee" I
i te ee Raga eS, eg ee et Seg
/ 2 “ere Ss eS ‘ ‘ eee &

em POI Geely “

Acreementdsted February 26,1936, between UNITE
~~, ARTISTS, (STOCKHGLM ( AKTT RBOLS iG) ana MAURICE SILVERS TUNE.

Aeree emen* daten Jenuary 4,1956, Tatiec on UNITED bos ere
APTTSTS A/S (COPENHAGEN, DENMANK) end MATRTCE SILVERS TONE.

Communicetian deted October 2, 19355, elavessed “to
uy.Dennis ¥.0'srienf of p'xrien, Driscoll & Reftery, re-
° ieting to certein modificn ‘tions of the eereement betwsen

end UNITED ARTISTS. EXPORT) SIMETED, having vetanenae alae
to- modifications of ;the arcreements then outstanding bet- ‘ea
ween verious subsidisries of UNITED ARTISTS CORPORATION and
MAURICE SILVERSTONE, reletine to the coufitries deseribed

4s FRANCE BELGIUM, CZECYO-SLOVAETA, SPAIN, SWEDEN, DERNARE,
SWITZERLAND.

Communi cetion dated Avril 25,1937; addressed to Mr.
Dennis F. O*Brien, of O'srien, Driscoll “ke heftery, re-
lating to the-extension of-the term of the contrects with
MAURICE SILVFERSTONE, with respect te each and all of the

corporetions hereinabove specified. — @ ; |
Series of ecreements eech dated kort 23,1927, we
eech with MAURICE STLVFRSTONE, and each meade vy each .

..bf-the-resnective corporetions of the seven ts estas
~~ Euroveen countries hereinsbove in the Schedule listed
TTT nr ne a ar NE
rz made by ene adeibase coroorstions for the pefiad

_ anding dune 1945

° MS *

+ Ged <B.
S os Bak tok é a neni
at © -1- = = =
cs
Cc Twi % te
‘ , such

1. Beech) subsidiery and SILVHPSTONE will ‘agree
thet all contracts autstending between them are cen-
celled end termineted, as of the date of this sgree-
ment,end erch will release and discherse the other
from 7611 obligetions end liabilities thefeunder,erx- .

de centine therefrom only the vrovisions contsined in pose Bsa:
article’ "2" hereof, - bats

* nemmmmmaamaniin
*

a ny
- ae
<aorecmegytciacahgeeiga A COC COLE A CC LTT TA ie

2. Eacw such subsidiary will agree to pay to
STE YRVOTONF all ecormiets of salervy end ell eccruels
of profits to the Gate hereof, which ere -vayable to ~
SILVRESTONE und@r said contracts, accountings and
peyments to be wade-es-oremntiy after the daté hereof
es shell be convenient end esch such subsidisry will
essume and eeree to vey on such accruels of selery
end profits, es provided in. s#id contrects. between
such subsié¢iery end SILVERSTONE, ell British incorre
end super texes thereon, (snd in the cese of subsi-
dieries overetin=-in Continental Europe all such —
other edditionsl income, suner and other texes whieh
each such subsidiary is obligsted. to pey wnder its
said centrects with SILVERSTONE), end elso all such
similar taxes thet have accruéd or will ecermte, end
not yet paid, on atl-other income, beth selarz and
prorig¢s, heretorore, paid br esch such Subsidiary
to SILVERSTONE.

F%, } My S: G.J.58. g
State. of New York ~} ‘
City of New York ——}—se<t—————_________
County of New York ); °

On this 15th day-of June, 1936, before me personally
cane George J.Schsefer, to me known, who being by me duly
sworn,did depose and sey thet he resides st Lerechnont, *
New York, thet he is the Vice-President of UNTTED ARTISTS * =<.
CORPORATION, the corporation deserided in and which execu-
ted the forecoing instrument; that he knows the corporate
seel of said corporetion; thst the seel afrrired to ssid PERS
instrument is such corporete seal; that it was.sd sffixed by .-
order of the Board of Directors of said corporétion end
> ‘* —

xe

o

—_ —

is A

- -2l-

nee
Stete of New York

City of New-York } B82 ® eae
Connty of New York - } ~ -

Un this lEth dey o> June, 1938, befere me personally
came MAUHICE SILVERSTONE,.to me known and known to me tc
ce the person described in aad WHO executed the foreroing.
instrument, snd he thereupon duly acknowledred before me
that he exeevtad the sgre, tor the.uses .and purposes

‘
3 pew +--+ >
therein msnticned.

el i ee

.

June 13,1938

To iMeurice Silverstone: -

Decr Mr.Silverstone,

—~—

Tais letter is civen to you in conjunction with the’

sereenent executed between you and us Simultaneously.
herewith. ’

We agree te pay you the sum of Five Thousand %$5 , 000, }
Dollers, slus 4 sum representine the transvortetion ex-
penses of your wife and femily from London to New York. ~
City, at or abont the time of the execution hereof, to re-

rt ot + = e :
cur, in @onnection with the removal of your family end
home from London to New York City,and the losses you will

>.
sustein beceuse of the abandonment of certain improvements,

sdditions and furnishines meade by you in your London apserte
ment which you ere compelled to rive up in order to come
to New York City.—

,We will slso essume any losses that you may sustein

on account of the lesse uvon your London &partment, dy reason

of your removal therefrom to come to the United States.

— - UNITED ARTISTS CORPORATION,
Attest: ——" _ ae :

~~

“

Stete of New York, )
City of New York
County of New York

On this 13th é@sy of June,
sonslly came GeorceJ
beine by me duly sworn, did depose 4
resides at Lerchmont,

corporation de
foreroing inst

eorporstion
like order.

1956,before me per-
me known, who,
nd say thet he
New York, that he is the
_Vice President of UNITED ARTISTS CORPCRATION, the

ed in and which executed the
t; thet he knows the corvorste
sesl cf said corpvoration; thet the seal affixed to
ssid instrument is such corporate Seal; that it was
so affixed by order of the Board of Directors of -scid
» and that he signed his neme thereto by

»Scheefer, to

‘4

Upon motion duly made enc~seconded, it was (Mr.

- - ~

Schwertz not voting):

RESOLVED, that this soard of Directors retify, con- mS
film and approve the execution and délivery ;
of the foregoing agreement; and.it vas further

RESOLVED, thet George J. Schaefer, Vice-Presidént of
the corporation be and he hereby is authorized,
empowered and dirscted to execute and deliver.
the Forogaine sagresnent. on behal? of the core
' poration. ’

Thé original agreement was then executed by George J.

Scheefer, Vice-President and attested by Edward C. Raftery, Assist-

ant Secretary of the corporation and by Maurige Silverstone.

Mr. Emenuel Silverstone, representing Mr. Korda,

\approved the Poregoing resolutions. bois

Mr. M. Silverstone then reported to the meeting
thet-he wastéAving for London on Wednesday, June 15, 1938
and he wished certain recommendations from the directorate
of the American. btn se A as follows: asi a

s. That the English company appoint E. Y. Carr end.
George Archibeld es. joint -maneging ‘directors of the said company;

Mr.“Archibald to be appointed either Menaging Director or Acting

; Managing Director of United Artists (Export) Ltd., and this left

to Mr. Silverstone. The salary payable to Messrs. Carr and
Archibald to be in full payment of any services they mey render

for eny sYWWaidiary or associate or affiliated company and any

‘Girector's fees that they may receive to be turned over to United

Artists Corporation or to be deducted from their—remgperation.
2. That Mr. Le Lewis be appointed Secretary
and Treasurer of United Artists Corporation, Ltd., and eee

Set at Sai eae ete ae Soe ots th) ee a)
~~ SS ee Po Cee ee ae Oe OP haere oe er ee

/

-24- «

a
United Artists (Export) Ltd. Hys remuneration to be fixed
by Mr. Silverstone; also pericd of nis employment. ¢

3. That Mr. M. Silverstone to continue as Chairman
of United Artists Corooration, Ltd. and United Artists (export)
Ltd., but in the event of Price Waterh use & Co., London, deem-
ing it inadvisable for tax reasons for Mr. Silverstone to be
Chairman or a Director, then such office and directorship shall
not be filled and shall be referred back to the Delaware Board
for further consideration.

4. That Mr. L. Lewis to be appointed as one of our...
nominees to the Board of Odeon Cinema (Holdings) Ltd. in place
of Mr. Silverstone and every endeavor to be made to procure
the election of Mr. Lewis to the Board of Odeon Theatres, Ltd.
in place of Mr. Silverstone.

5. That the Boerd of United Artists Corporation,

Ltd. be reconstructed to consist of eight, being each stock-
holder (or. their nominee) Carr, Archibald and Mr./Silverstone.

P 6. That Mr. Silverstone be sasted as to his discre-
tion as to the directorate of the subsidiary, associated, and.
affilieted companies, other than the English companies. ~~~

7. That a by-lew be inserted in the By-Laws of the
British Company which will provide that the assets of the eg
corporation cannot be sold without the approval of the beneficial !

shareholders of the corporation.

min

ag ™ s , shies = sar * ae ‘ ores pL catia, eee e cs
- _ <25~

Mr. Silverstone also asked approval of his expense

’ ve)

account from April 20, 1936 to June 12, 1938, and approval

was so given.

There being no further business before the meeting,
it was moved, seconded~and unanimously adjourned to Friday,

June 17, at twelve-thirty P. M.

bag

va

eee

Be a nse 3 eet i Sui mic on ees Oe
ee ee a Oe ge RES ee | Poet BNL oe DE TA

*
* MINOTES OF ADJOURNED REGULAR MEETING OF DIRECTORS
of
DNITED ARTISTS CORPORATION
z 2 :
An edjourned reguler meeting of the Boerc of
Directors of UNITED ARTISTS CORPORATION wes heic on Friday,
June 17, 1938, et twelve-thirty o'clock P. U., at the offices
of the Cor oretion, 722 Seventh Avenue, New York City, New
Yorrk., pursuant to an adjcourment of the meeting of June 15,
13938. :
Mr. Bdwerd C. Raftery, being the only director
present, duly edjourned the meeting until Friday, June 24,
1938, et twelve-thirty otelock P. EH.
is- L~
yy
eS
-

s pk eT

MINUTES OF ADJOURNED REGULAR KEFTING OF DIRZCTORS
of
= UNITED ARTISTS CORPORATION

An edjcurred reguler meeting of the Board of Directors :
of UNITED ARTISTS CORPORATION was held on Friday, June 24,
19338, st twelve-thirty o*cloek P. M., at the offices dbf the.
Cor-oration, 72¢ Seventh Avenue, New York City, New York,

pursuent to an acjournmment of the meeting of June 17, 1938:

Mr. Edward C.-Reftery, being the only director present,
auly edfjourned the meeting until Tuesdey, June 28, 1936, at y
_three o'clock P. M.

MINUTES OF ADJOURNED -RYCHLAR MueTENc OF UrmucveRs.
of... : a

“UNITED ARTISTS CORPORATION

An edjourned meeting of the Board of Directors of United
Artists Cornoration was held on Tuesday, June 28, 1938, at
three o'clock P, M.; at the offices of the Corvoration, 729
Seventh Avenue, New York City, pursuant to an adjournment of

the meeting of June 24, 1936.

fhers were present the following directors:

Charles Schwartz
Jemes Mulvey
George J. Schaefer
Dennis F. O*5Brien
’ Edward €. Reftery,

constituting a quorum.

There were also present:

Emenuel Silverstone
Harry J. Muller.

ee ee read to the meeting a resolution passed at

the Specie] Meéting of the Board of Directors on the 26th day

of April, 1938 declering m interim dividend of $500,000., end
upon motion duly made, seconded and unanimously adopted the dete
of July 5, 1938 was fixed as the date which the corporation
finds convenient for the peyment of the $250,000 grSteliment of
seid dividend and the Treasurer was cirected td pay said divi-

dend as of said date. - ma jaeikssibed

Corporation execute with him ea contreet similar in form to

een a ee

9

y pt + al -

a ne = er nee. ee ennegeeete

“Mr. O'Brien stated to the sineting that « muest had

o

been received from Mr. Charles Chaplin, recuesting thet tne

the contract executed with Samuel Goldwyn on the 22nd day ;

of July, 1956. This recuest from Mr. Chaplin was received

by the Corporation the 17th day of May, 1938, and reed es : =a
follows:

"United Artists Corporation”

ee » _Beverty Hi ltsocal tornia

_ Gentlemen:
U@der date of July 22, 1956, 4 ‘camtds {
contract was entered into between United Artists

_Sorporation and Samuel Goldwyn Inc., and Samuel
ldwyn individually, by the terms of whieh it
. was provided, among "other things, that no changes
. ‘would be made in distribution contracts without
the consent of Samuel Goldwyn, Inc. and Samuel
Goldwyn. AS an inducement to Charles Chaplin to
vote in favor of entering into such a contract .
qwith Semuel Goldwyn, Inc. and Samuel Goldwyn eae
sonally, United Artists Corvoration agreed
when and £f requested, similar contracts would ae
executed by United Artists Corporation ween the
ee Owner-Stockholders.

On behelf of Charles Chep?tin I now request ee
thet Uffited Artists Cornoration enter into a

M contract with me substantially identical in its

terms and conditions with the agreement of July 22,
1936, above referred to, and I request that such
contract be executed ds promatly es*possible.

Very truly yours,

CHARLES CHAPLIN

olan By (Signed Alfred Reeves bes

Mr. O*brief stated that in his opinion, from a reading of--——

t-

the, various documents the Corporation should execute such an

ge

oSa

~ agreement.
. Mr. Sthwartz moved, seconded by Mr. Mulvey, that
seb anee Mr. George J. Schaefer, Vice-President of the Corporation,
be and he hereby is authorized to execute on behelf of the
Corcoration a contract with Charles Chaplin, similar in
form to the contract executed with Mr. Goldwyn on the 22nd
dey of July, 1936. |
| Mr. Raftery then read to the meeting a iong cable-
eram which he had just received from Mr. Maurice Silverstone
regerding the Selznick matter. Copies of this cablegram
were delivered to all the directors present and to Emanuéi
Silverstone.
Upon motion duly made and seconded, Mr. Raftery
was directed to send the foliowing cablegran to Mr. Silverstone.

; Mr. Schwartz asked to be recorded as not voting upon this

resolution.

"NLT .
SILVERSTONE
UNARTISCO

LONDON (ENGLAND) |

“Directors at méeting today authorized you.to send
: following cable Selznick QUOTE Directors at Newyork
:, meeting today have definitely authorized reduction
cin terms in England and Canade for your product
commencing Jenusry 1, 1938 and similar provision.
will be incorporated in proposed deal with you on
future product STOP Subject to waiver or deletion
of sotermed favored nation clause but with under-
standing thet your. terms will be as fevorable as
terms of producer stockholders on worldwide pic-
tures directors approve arrangements for you to

ee

~ “
va) ©
"share in producers fund commencing as of
January 1, 1938 and .similsr provisions will
be incorporeted in proposed deal with you
for future product STOP Corporation attor-
neys end Price Waterhouse are working out de-
tails of producers fund to guarantee workable
plan that will accommlish intent of proposed
arrangemats STOP Expect this detail to be
worked out cefore I arrive America on July llth
end will go forwerd immediately with amendments
to existing contracts upon my arrival STOP I
am definitely authorized to close contract with
you for future product on ebove terms UNQUOTE
This cablegram has been read. at meeting approved
. and ordered incorporated in minutes STOP Cable

Schaefer as soon as you cable Selznick so he may
deliver copy of cable to Whitney before Whitney
leaves for California Regards

Reftery™.

Mr. Muller reported that the Corporetion had re-
ceived from Hal “oach Studios, Inc. a Mortgage, Assignment
and Pledge Agreement dated June 7th, 1938 whereby Hal Roach
Studios, Inc. assigns to the Security-First National Bank
of Les Angeles all revenue to accrue to Roach under the
Distribution Agreement with the Corvoration as security for
the peynent to the bank of any and all obligations to the
extent of 6 maximum amount outstanding at any one time of
$2,500,000 with interest thereon. Upon approval by counsel,
the Corporation siened the Distributor's Acceptance.

Mr. Muller reported that pursuant to tne authority
granted by the Executive Committee eat the meeting held on
April 21, 1938, the Corscration has now made arrangements to
pay the Guarantee of $25,000 on the motion picture "REFUGEES

roe rt ae. j
ie Aa tetthe Ws Qos FS peers

SS EN Paty 8 eg es:

Sm, » mee

aSa

IN MADRID". Instead of making the payment outright,
however, The Corporation has arrenged with the National
City Bank of New York to advence this sum to tie owner of.
the picture, vepaynent to the, benk t. be made out of the
producer'’s share of revenue that the Corporation icteric.
from this pic'ure. However, the Corcoration has signed

the bank’s reguler form of Continuing Guaranty. The bank

Sssuenti initia tomaavaiign muy-Ser wre Teste tied

the officers in signing this Guarenty.
Upon motion duly mede, seconded and unanimously

adoptec, the directors of the Corporaticr Go nereby cohfirm

the actior of the Executive Committee in suthorizing the

execut.'on of the guarentee, and do hereby confirm the aetion
of arthur W. Kelly, Vice-Président, and A. J. Muller,
Treasurer, in executing the guarentee. seme

‘
Mr. Muller also wevorted that Mr. Westwood, Menseer

of the China branch of the Corporation, has received advice
from the National City Bank that the Central Bank of China

will not allot any United States currency at the normal rete

‘of exchange (approximately 29¢) for the motion picture indus-

try. Mr. Westwood revuests euthority to make remittances at
the rate of approximately z2¢-ip the event he cannot get the

rate of 29¢.
Pa

ah eae - Upon motion duly prs pein esate Rca unending ——

. a

E edopjed, Mr. Westwood wes authorized to make remittances
at the rate of approximately 22¢ in the event hé cannot get
the rate of 29¢. -

Mr. Muller also reported: In connection with
the Certificate of Condition +o be filed with the Common-
weelth of Massachusetts, it is necessary for the Corporation
to supply a resolution of the Board of Directors eppointing
auditors for the ensuing year. < Saas 2

st : > Ae
pommnagnrrs Upos moticn duly made, seconded and unanimously

= 3
adopted, the Cormpcration does hereby appoint Price, Waterhouse
& Co. as its auditors for the ensuing year, and the Assistent
Secretary was directed to file with the Commonwealth of

Messechusetts e certificate of resolution of this appointment.

Mr. Muller also reported that the following pay- _
ments were recuested by-the- Hays Organization:

United Artists share of $5,291.26 in the °
matter of United Artists v. James (West
Virginia Tex Test Case) ......... $304.25

United Artists shere of $12,50000 settle- -.
ment in the case of Ledirk v. Warner,
et al a a . *. & 7. . — e s ad . e e . oo oe . 718 e 75

United Artists share of financing Special.
Legel Account for six months’ period
July 1, 1938 to December 31,1936 . ... 345.00

United Artists shere of legal services a a
disbursements in Trimble de Roode v.Univer- ‘
BOX ee 0 ee eee 6 4 8 ore ge te te SE

tere

The foregoing payments were approved.

-7<

Mr.- Muller reported that United Artists Corpora-
tion had received for Bank of Afierica, Nefional Trust and
Sayings Association ea Mortgage, Pledce and Security Agree-
ment dated June 6, 196 between the Ggldwyn comarsries and
the benk. Uncer this agreement Mr. Golcwyn assigns the
producer’s revenue to secure additional moneys amounting to
approximately $4,280,000. “Upon “épprovel by counsel, the

Distribdutorts Acceptance was signed by the Corporation.

Mr. Muller also reported regerding the Italian
Dolisr Bonds. The Corcoretion received a letter dated
June 10th, 1958 from Mr. Archibald in which he explains that
Ste was successful in purchasing for blocked Lire addi-
tional Doller Bonds of the par vdue of $24,900. Included

in this second purchese sre the gums that will become due to

Relisnce after June 30, 1936 efter allowance for an estimated
amount of allotment money. é

Mr. Archibald has been uneble to dispose of these
bonds at the 27% discount heretofore suthorized. However, he .
believes thet he ean make sales et a discount of approximately
35%. Mr. Archibald states thet opinion seems to be divided as
England as to whether or not these bonds will ‘sise in the fu-
ture. He recommends that authority be ziven to dispose of

the unsold bonds at e discount not exceeding 55% on nominal

vaiue. This information has been communicated to the various

a

producers. Delaware énd Export have approximately #19, 000.
per value of best. bonds. ~ Seeaeeres

bate a OS 2 tet
™s *

oe ;
# It wes, the consensus of the directors that in
so far as these bonds were the property of United Artists

oe Corvoretion, they should be sold as above recommended. Mr.

~

Muller wes instructed to get he pproval of the individual
> : a
producers interested in the bonds. aa
Mr. Schaefer made e report as to the photopley
"SLOCKADE* and as to a discussion hed with Mr. Wenger regard-

ing future prodywttions. Goes :

Mr. Raftery made a report regerding the Howard +
Hughes claim. é

There being no further business before the meet-

‘ng, the same wes upon motion duly mede end seconded, edjourned.

werd C. ery
Acting Secreta

ae

-

MINUTES OF REGULAR MEETING OF DIRECTORS

-of=

.

UNITED ARTISTS CORPORATION

The reguler monthly meeting of the Board
of Directors of UNITED ARTISTS CORPORATION was
adjourned from Tuesday, July 5, 19358 at 1] A.m., due
to lack of a quorufi, to Tuesday, July 12, 1938 at
11 A.M.,“at 729 Seventh Avenue, New York City.

+

ee

gs
,

MINUTES OF ADJOURNED REG OF DIRECTORS
-ofe-

UNITED ARTISTS CORPORATION

’
el

An adjourned meeting of .the Board of Directors of the
United Artists Corporation was held on Tuesday, July 12, 19338
at 11 A. M., at the offices of the corporation, 729 Seventh
Avenue, New York City, pursuant to an adjournment of the meet-
ing of July 5, 1938.

There were present, the following directors:

Charles Schwartz
James A. Mulvey
George J. Schaefer
Dennis F. O*Brien
Edward C. Raftery

constituting a cuorum. ° pee ,

There were also present:
Miss Mary Pickford : :
Emanuel Silverstone peeereeeraine Alexander Korda)
Maurice Silverstone (General Manager of the
Corporation)

Mr. O'Brien acted as Chairman of the corporation and Mr.
Raftery acted as Secretary.

Upon motion duly made, seconded and unanimously carried,
it was =~

RESOLVED, that the reading of the minutes of the
last meeting of Directors be dispensed with as
copies of same had been furnished to all of t
Directors~-

Mr. Raftery steted that the first business to come
before the meeting was the consideration of the fixation
of the capitalization of the corporation for Capital Stock
Tax purposes, and after a full report of T. Newman Lawler,
of counsel for the corporation, and after discussion, upon
motion duly made, seconded and unanimously adopted, it
was i

‘ RESOLVED, that the value of the capital stock be
fixed at $15,000,000 and that the proper officers
of the corporation file returns sccordingly.

Mr. Raftery then presented the bill of Sonnenschein,
Berkson, Lautmann, Levinson & Morse in the sum of $2,500, plus
disbursements, for services rendered in the so-called ZORINA
litigation in Chicago, and he reported, in his opinion, the
charge was reasonable, in view of the result obtained in the
litigation and the amount of work involved and that the applica-
tion for an injunction had been denied and the case on final
hearing had been dismissed. Upon motion duly made, seconded
and unanimously adopted, the Treasurer of the corporation was
directed to pay the bill.

Mr. Raftery then delivered to George J. Schaefer for
examination and signature as Vice President of the corporation
the amendatory contract With Mr. Charles Chaplin, which had
previously been authorized.

Miss Pickford then stated to the meeting that it wes her
desire to have a similar contract executed by the corporation with
The Pickford Corporation, and upon motion duly made, seconded and
unanimously adopted, it was

. RESOLVED, that Mr. George J. Schaefer, Vice Presi-
dent of the corporation execute a similar c act
with The Pickford Corporation and counsel were
directed to prepare such contract.

Mr. Raftery then stated thatthe corporation had an opportunity
to secure the release right of a silent version of "SON OF ‘A SHEIK",
synchronized with music, for Buenos Aires, Cuba and Singapore upon
very favorable terms. Upon motion duly made, seconded and
unanimously adopted, it was

RESOLVED, that Mr. Arthur W. Kelly, Vice President”
of the corporation in charge of these particular
territories, be authorized to make such a deal and
forge such papers as may be necessary to complete
the same.

Mr. Maurice Silverstone, who had just returned from
England, reported to the Board, as follows: |

(1) He had signed a cancellation agreement |
with United Artists Corp. Ltd., United Artists
(Export) Corp. Ltd. and with each of the seven

European subsidiaries operating in FRANCE,

BELGIUM, SWITZERLAND, CZECHO SLOVAKIA, DENMARK ,

Sree S
2. mid ‘+7 ps
ma as =e ¥, 2 oe Soe ro a +. Dees

~ A 3. .

>

SWEDEN and SPAIN, in accordance with his employment
contract with the corporation, dated June 13, 1936.

Mr. Archibald is being requested to send copy of such
cancellation agregment and when received will be *
given to the General Counsel.

(2) By reason of the above-mentioned cancellation
agreement he had automatically resigned as Chairman
end Director of the Engi?sh Export Companies.

After consultation with Price, Waterhouse & Co. and
Mr. Quennell, it was decided that the Board to w
these companies would not, for the time being, elect
Mr. Silverstone as ‘a Director, but that at = meeting
of the Boards to be held in two or three months, he
would then be elected a Director’of each company

end immediately thereefter be elected Chairman

of each.

(2) As Dr. Gisnnini resigned from the Board of United
Artists Corp. Ltd., it was decided by the Board to
invite Mr. Douglas Fairbanks to become a Director
thereof. In order to bring into effect+the contempla-
ted arrangement of having the Board of United Artists ~
Corp. Ltd. consist of each stockholder of the Delaware
Corporation (or his nominee) Mr. Carr, Mr. Archibald
and subsequently Mr. Silverstone, it will become neces-
sary to ask for the resignation of one Directér sf London
Films (as they now have two on the Board), also the
resignation of Mr. Deutsch. ‘

It was the unanimous opinion of all present that
the Board of Directors of the English company should
constitute eight (8) in number, composeiof the following:
Mary Pickford, Douglas Fairbanks, Charles Chaplin, Samuel
Goldwyn, Alexander Korda, E. T. Carr; George Archibald,
Maurice A. Silverstone, and that the necessary recommendaé-
tion should be made to the English company to effect
such result.

(4)Regarding the Board of the United Artists (Export)
Corp. Ltd. This has been left as it is - in any event, °
for the time being. <

(5) Mr. Maurice Silverstone reported that an agree-
ment had been signed with Mr. E. T. Carr, as Joint Managing
Director of United Artists Corp. Ltd., at a salary of b125.
weekly, period of. employment being six months notice

either side.

Contract provides for exclusive services and
obligation on the part of Mr. Carr to perform services
without extra reumeretion from any company asSsOclated
with the "UNITED ARTISTS". Any fees received by

~ ‘ ¥
“Se i

Mr. Carr as Director, from any such associated
companies are to be turned over to the Corporation.

(6) A similar contrect - with identical terms = was
signed with Mr. George Archibald. ,. ©

(7) Mr. L. Lewis was appointed Secretary of United
Artists Corp. Ltd. and United Artists (Export) Corp.
Ltd. Agreement entered into with him by United Artists
Corp. Ltd. was on identical terms as that of Mr. ;
Archibald and Mr. Carr, except that the salary is to

“ be B32.10 per week. * .

(8) Mr. M., Silverstone resigned Directorship in

Odeon Theatres, Ltd. Odeon Cinema (Holdings) Ltd.

and ell subsidiaries thereof, in which he was a Director.
oe (Copies of such resignations have been given to the

General Counsel of the Delaware Corporation).

At a Board meeting of United Artists Corp. Atd. it
was decided that Mr. L. Lewis be nominated to the
Board of Odeon Cinema (Holdings) Ltd. (they being the
majority stockholder in Odeon Theatres Ltd) and Holdings —
be requested tc vote in favor of Mr. L. Lewis
being elected a Director of the Public Company, Odeon
Theatres Ltd.

In regsm to Directorships of subsidiary companies of
the Odeon Theatres Ltd. that is a matter entirely for
the Board*of that company. ;

(9) In accordance with Mr. Silverstone's employment
contract of June 15, 1958, with the Delaware Corporation,
Mr. Archibald prepared a Memorandum showing the amounts
due Mr. Silverstone to date by United Artists Corp. Ltd.
United Artists (Export) Corp. Ltd. and the seven Con- ’
tinental companies. Copies of these Memorandums have
been given to Mr. Muller and from same it will be uoted
that@rice, Waterhouse & Co. have been consulted thereon.
Payment has already been made in accordance with these
Memorandums (which include statements) and it has been
Suggested by Mr. Archibald that they be considered in
full settlement to Mr. Silverstone other than, of course,
the taxes that will be payable thereon and taxes accrued
but not yet paid - all of wh@eh are payable by the
respective subsidiaries).

And on motion-duly made; seconded and unanimously
carried, it was

RESOLVED, that Mr. Silverstone’s commissions, as figured
as aforesaid, be determined as final settlement.

7 2 Ss
C20) wri Mt. Obl verptone Saported. Shab tp sssordenee

RRR: he Ee f iar Me Pe he ee + N z. Say i
it ) ay « ~ y - yon SS — ee a ee a Be eo ee ae! 2

* : ‘
“Songs be

5. pase

agreed to assume responsibility of hi§ London flat, the
lease had now been cancelled in consideration of
payment to Prudential Assurance Co. (landlords) of one
ouarter’s rent plus b250.

These sums were paid by the English Co.

(11) Mr. Silverstone reported that « banking account
had been. opened with the Natjonal Provincial Bank Ltd.
¥

(2) At a Board meeting of the United Artists Corp.

Ltd., there was presented the Revised Memorandum and

Articles of Association of that company as drafted by

Mr. Quennell. It was agreed that these Revised Momorandum
nd Articles were to be submitted to the Delawsre Corpora-

“tion for their approval. Copy of the Memoranduim and

Articles have been given ‘to the General Counsel of the
Company for his consideration.:

{13) At the time of the Public Issue of Odeon -Theatres
Ltd. the English Company loaned to Mr. Silverstone and
Mr. Arehibald the sum of -b1L000 each for the purpose of
buying qualifying shares as that was necessary in order
to be a Director.

At the Board meeting of the English Company it
was resolved that these loans be continued during the
pleasure of the English Board and thet, upon Mr. Silver-
stone's resignation from - snd Mr. Lewis" appointment
to the Board of Odeon Theatres Ltd., the oualifying
shares and the loan at present in the name of Mr. Silver-
stone, be transferred to Mr. Lewis. '

(14) Mr. Archibald was appointed Msnaging Director of
United Artists (Export) Corp. Ltd. without remuneration
and subject six months notice of termination of such
appointmen (Mr. Archibald, as above mentioned, is
being paid by the English Company and apporticnment of
his salary will be made tq. the Export Co.)

(15) Mr. Archibald reminded Mr. Silverstone that there
was no expense account rendered by him in connection
with his visits to the Continent during the period May
26, 1936 to June 12, 1938 (the date of the termination
of his Export: and Continental agreements). s

Mr. Silverstone stated his expenses during that period
were B90. sid in accordance with his policy, hitherto om
prevailing, he did nof desire to approve his own expense
account, and therefore submitted such Continental account
to the Board.

-

ti a
expenses hob Botion guly made, payment of the aforesaid

de

rien

®

ae

i . r
(16) Mr. Silverstone stated he had been in consulta-
tion with Price, Waterhouse & “o., in London, in
connection with the possible revision of the franchise
egrecmeits between the Delaware Corporation, jon the

one hand, and the English Compeny, Export Co. and

seven Continental subsidiaries, respectively, on the
other hand and that this matter wes now under con-
sideration.

(17) re Stock Certificates: He further reported that
in connection with the stock certificates.of United '
Artists Corp. Ltd. and other subsidiaries of the
Deleware Corporation, the matter is under consideration
as to the most advisable @anner in which they should

be held, considering all points connected therewith.

(18) Mr. Silverstone reported regarding Odeon, that

an analysis of the entire structure of the operation
of that company's business has been made by & firm of
well known suditors in England, fn connection with the
proposed refinancing of Odeon. This report was le ft
with Mr. Archibald who is preparing an up-to-date
resume of the Odeon situation.

(19) Re: Czecho Slovakia The Fiscal authorities there have
made a claim on us in respect to assessments for the

period of 1928 to 1931. After consultation with our

lawyers in Prague and in view of other problems in thet
country, it has been deemed advisable to enter into a

new franchi$@ agreement between the Prague Company and

the Delaware Corporation.

(20) Regarding Austria (now Greater Germany). Our
distributor there has been forced into liquidation by the
Nazi Government. For reasons as explained, it is
advisable that we permit the Nazi Commisar, who is
operating the business for our distributor, to continue
the distribution of pictures already. deliverei. Insofar
as the producers are concerned, the matter is being taken
up with them.

(21) Mr. Silverstone gave to the General Counsel of

the Corporation a signed irrevobable authority on THE ;
RETURN OF THE SCARLET PIMPERNEL, together with ea Memorandum
to Mr. Archibald on the subject, with the request that

if same is in order it be executed by the Corporation.

(22) Mr. Silverstone cave to the General Counsel of the
Corporation an agreement between Victor Seville Produce
tions Ltd., United Artists Corp. Ltd. and United Artists
Corporation in connection with the distribution of DARK
JOURNEY in the U.S.A., it being signed by the first two

parties named; he also attached thereto a draft letter

a 3
‘%
ie bd 9 bain ees =

— a. ” 7.

to te written by the Delaware and English companies
of United Artists to Victor Saville Productions Ltd.
providing that United Artists agrees that Victor
Saville Productions Ltd. have completed its obligation
under the contrsct with us by hevine delivered DARK
JOURNEY and STORM IN A TEACUP and Victor Seville
Productions Ltd. agree to release us from any claims
of any nature whatsoever that they may have ageinst
us in connection with the distribution of DARK JOURNEY,
- . STORM IN 4A TEACUP, ACTION FOR SLANDER and

* RIDING. Attached to the documents is a Memorandum

to Mr. Archibald on the above subject, these documents

to be executed and to be delivered simultaneously,

if approved by the Board. Be PH

-

Mr. Muller presented to the meeting the estimated
income and profit and loss for the six-months ending July 2,
1955, which, after taxes, amounted to $889,900.

There being no further business before the meeting, -
tne seme was upon motion duly made and seconded, adjourned.

a

2 tae pee . silalie-Secenipseege Sicins mememmmnr ss et ae
: = _ ie}, es 2
aes feo a se =P
~ ‘ - =“ : nines ae
$ MINUTES OF ADJ. URNED REGULAR MEETING OF DIRECTORS > a
of ~
UNITED ARTISTS CORPORATION =~”
a Oe ps gt got gO HONORS ‘ -
. An edjowumed regular meetinw of the Boerd of
————Pirectors of UNITED: ARTISTS CORPORATION wes held on Tuesdey,
a
August 2, 1938, et eleven o’ciock A. ¥., et the offices of
the Corporation, 729 Seventh Avenue, New York City, New .. ~~~<
York, pursuant to en edjournment of the reeting of Jury Ae, =
1936. aA
Wr. Edwerd C. Reftery, veing the only director
present, “duly aaj.urnec the meeting until Thursdsy, August 4, ‘s
igss, at elever o*ciock A. ¥.
= A :
~ ;
Te can si &
‘\ - r Pn it —, ‘

t . i 3. P thee f Lebib= to rang TL Rg a ae

Ral t ri ~ :
: ; . August 4, 1938.
be ‘ i 5
MINUTES OF ADJOURNED REGULAR MEETING OF THE BOARD OF DIRECTORS
of
UNITED ARTISTS-CORPORATION
roe ’
An adjourned reguiesr seetine of the Boerd of Direc=
tors of United Artists gor ation was held on Thursday, Ausust 4,
1938, 4t ll ofcliock A. M., at the offices of the Corporation, pur-
suant to an ad journment ‘of the meeting of August 2; 08.
There were present the following directors:
Cherles Schwartz, -
James Mulvey,
Dennis F.-O*Brien,
Edward C. Raftery, eww
constituting a quorum. -
There were also present: : . ‘
Emanuel Silverstone, representing Alexander ,
» Korda,
M. Silverstone, General Manager,
H. J. Muller, Treasurer.
Mr. O*Brien acted as Chairmen of the meeting and Mr.
Raftery acted as Secretary.
Mr. Raftery reported to thée-meeting the resignations
_—.90f the following directors:.
— Sir Connop iesnsie, “y
4 Clarence Ericksen,
~, George J. Schaefer, Pe
"tind ‘N. A. McKay, : ay
ws &
and thet as e result of the sbove resignetions, together’ wth
those of
nT Saree SUNNNCUSNSUUnnen nnn :
%

a oe Ses ee eee see

Mr. Cherles Chaplin, . |
Dr. A. H. Giannini,
and David Rose,

the Board of Directors now consists of five (5) members as fol-
lows: > —

—<—-

Apexander Horda, ‘ PF
Dennis F./O*Brien, ‘
Charlies Schwertz, : ~
Jemes Muivey,

Edwerd C. Raftery.

The aforementioned resignations todey submitted, were duly noted
and accepted and ordered spread upon the minutes.
0 “$n ~~ a
Mr. Raftery repSrted that he had read thd™proposed
new by-laws of the United Artists Corp. Ltd. and that he was. in ee:
full accord with the same, except that a aprum should constitute
five present ard not two;as contemplated. It was moved, seconded
end '

RESOLVED, that Mr. Raftery duly advise Mr.

Quenneil of the foregoing with the
recuest that the recommendations of
this Board lrmedietely be put into
effect. :

The General Menager stated that in view of the
recommendation of bir. Raftery in regard ts the number constituting
& quorum, it wes absolutely essential that before the present
Board’ of Directors of United Artists Corp. Ltd. covid be changed, :
each of the stockholders of the Delaware Cor oration designate
their alternate director; Otherwise the Bosrd in England would not
be able to function. —.— :

= ene

As @ result of the contemplated change, es-voted upon
by the Delew-re Bosrd et the previous meeting, there would only
pe left on the English Board, EB. T. Carr, George Archibald and, at
& later date, M. Silverstone would be appointed.

It would therefore be noted that if the-change wer
put into effect prior to the appointment of e ternates, ch Spe
would only be three Directors on the Board and under the conterm=
piated by-laws e quorum consists of five (5).
z
& On motion duly made, seconded and unanimousiy -
carried, it was

es

~ os
ne
— nan

. 3 he 7 ~ J :

‘ aye aes eye a ae -
A jo Pee * Saag pee oye: jf ARR: 2h rh a ai i ig TN a iy Sl BR ak
‘et. ‘A et ieee vins be tr eed L.. odes heme ee a oN ae” tee See ta A eae

RESOLVED, that the General Manager communicate
with each of the stockholders or their
representatives to point out the fore-
going to ther, recuesting ther to ap- ore
ooint immediately their alternates so
thet the intention of this Board, as ex-
pressed at & previous mesting, could be
promptly put into effect without prevent-
ing the operation of the Enelish Board. :

The Geeral Manager reported, for reasons as expiained
tc the Board, and submitted a memorandum in regard thereto,
t at it wes adviseble to alter the Franchise agreements between
the Delaware Corporation on the one hand and United Artists
(Export). Ltd. and the various Continental subdsidisries, respec-
tively on the other hand.

é The General Menager suggested that the present er-
rangements as undernoted, be altered to the fallowing:

PRESENT ARRANGEMENTS PROPOSED ARRANGEMENTS ~
Delaware * Export Delawaré Exvooert
Comaission Supervision Comfrission : Super-

i ed i ac vision
% Seay @
France 5% Nil 144 up to P& E of oe
_ Fes.10,000,000 Gl
'. 4% from Fes 10 t= 15 =itition}
& om WoT IS to 20 « })
«> 28 to 26 ee
Belgium s 2% 4%,
Switzerland 2% 4%
Czachcs lovak ia &% 22 See seperate memorandum ee
Sweden 2% 4%
Denrark 8% 2% 5% 4G
Export Compery 8% - 8% {not to exceed 50% -
; a] of the Corporation's
= ‘ Net Income
It wes pointed out thet the above contemnisted agreements were =

entirely internal ana-dit not affect the cecn reacts with any tr

the producers.
- f°"

On motion duly mede, seconded, and unanimously
carried, it was

RESOLVED, thet. the above proposed erranrenehts be
; ina ascinnoen BBP EE nto effect subject to Price,

w ene

e
7 -4-,
b : ®
Wacverhouse & Co., London, being in eccord
with the same and, that if and when such Ps
approval is ooteined from Price, Waterhouse .

& Co., in London, the appropriate documents
setting forth t>e-proposed errangements be
as drawn in London and subritted to the Generel
’ Manager and”Counsel for the Delaware Corpora-
* tion for their approval es to phraseology
' and if approved, be duly executed.

ung e

“i The General Manager reminded the Board that there
had_ been under consideration the manner-andusthed—of-the
holding of ail of the Capital Stock owned by this Corpora-
tion in the United Artists Corp., Ltd., United Artists
(Export) Ltd. and the various continental subsidiaries:

Upon rotion duly made, seconded and unanimously
carried, it was ay

RESOLVED, that 7493 shares out of #® totel of 7500

shares of United Artists Corn. Ltd. shall

be held in the joint names of M. Silver-

stone and e partner of the firm of Price,

° Waterhouse & Co., London, and that as to the
remaining 7 shares they shoulé be held each
in the joint names of Mr. E. T. Carr, Mr.
George Archibald and-such remaining employees
of United Artists Corp. Ltd. as may be
selected by Mr. Hugh Quennell, London counsel.
for the ampany. pres

It was further =
RESOLVED, that as soon as such transfers shall have
pe been made in the Stock Bock of United Artists
Corp. itd, and such certificates. shall have
hed attached thereto transfers signed in blank,
then all of such certificates with transfers
so attached, be sent to the Treasurer of the
Delaware Corporation.

It was further : ———_—__—_— — —

RESOLVED, that the Guaranty Trust Co. of N. Y, Pall Mall
Po. ar Branch in London, England, be instructed to ~~
deliver to Mr. Quennell all of the share cer-

-5<

tifieates in the United Artists Corp. Lta.,

with transfers attached theretc, which™they

are now holdins te the order of the Board

of Directors of the United Artists Corvoration
e of Deleware

It was further ~~;

}

—

RESOLVED, thet Mr. Raftery be instructed te write to Mr.

this Boerd, so that they may be,.put into ef- ee
fect immediately, and at the same time secure. ge

to the Corsoration, irrespective of the names
in which the shares ere issued, end aiso &
written,opinion that oniy the party nemed first
on thé share is entitled tc vote the shares

at a reguler meeting. -

It was further

RESOLVED, thet es regards the stock certificates of United

Artists (Export) Ltd., 90% of the authorized.
. capital stock shali be issued in the names of

M. Silverstone and e partner of Price, Waterhouse
& Co., London, England; as to the remaining
10 % of the said capital stock, the; were to
be placed in the names of Goerge Arch’bald, L.
Lewis and such other employees of United Artigts
(Export) Ltd. as may be decided upon by Mr.
Arehibald, and approved by Mr. Quenneli, counsel
for the company.

It was further . F

» RESOLVED, that as soon as the new stock certificates, ana
transfers in blank stteched thereto, have been
issued, thet such certificates and blank trans-
fers shell be devosited with the Bank of America,
London, subject to withdrewal only by resolu-

- tion of the Board of Directors of United Aftists
Corsoracion of Delaware.

+ Pn : a

It was further
RESOLVED, thet this Board request the Bank of Averica,
hy-+o-daiiver the prewent certificates, -
ae aha’, AIRE a ition WE Lente,

: : ode aS sae Y pitas ashe PE TSR Pe A 3
a a a eee 4 RO Ee eee ey PORE OT eae ee Me Ae SN Pee ee
RRA eee RIEL Tia e, ge TS tere Ly Ty PCE ET te he ee ne DEMO CRen, Te ae we:

7
Jet
\

= - Zt wc + ==; > tial ee , aes ‘
r Z metas *
j ao vai.
-6-
te SS 4 ’ eo:
with transfers attached thereto to Mr. e
Quenneli, .bondén counsel for the company,
end thet Mr. Raftery communicate with Mr.
~ Quenneli advising him of the instructions
of this Boerd with regard thereto. mA
7 . . *
It was furter 7 &

RESOLVED, thet Mr. Quennell prepare ea similar written
opinion regarding the legelity of such trans-
fer of the transfer of {titie to she shere
»to the Delaware Corporation.

As to the stock certificates of the various &
Continental subsidiaries, upon motion duly made, seconded and
unenimously adopted, it wes

os

RESOLVED, that it be left to the General Maneger, in
consultation with and with the approval of
Mr. Quennell, British counsel, to decide in
whose names such stock certificates shail be
to eAcho® SHOR Stock Barberi ee bas oho segees :
a transfer siened in blank, wherever Such

_ blank transfer is permissible under the laws

of the respective countries concerned.

_. It was pointed cut that in certain countries a@ number of shares
have to be whet is known as "BRARER® sheres. It was further

RESOLVED, that such of the stock certificates as could,
by the lews of the various countries concerned,
ve taken out of the country in question, be
sent to London and there deposited with the

, Benk of Arsrice, subiect to withdrewal only
by Reso'‘ution of the Board of Directers of
United Artists Corporation of Deleware,

It wes further

RESOLVED, that Mr. Raftery instruct Messrs. Coudert
Bros, Paris, France, to send ell shares in
their possession to Mr. Quennel in London for
the purpose ef giving effect to the foregoing
resolution.° °

s

Lp) gv eae Pet ee Bel Me te TES

te

— 7] - :* +.

&

The General Manager reported that the French Govern- «+
ment had instituted .actturnover tax on positive vrints distri-
cuted in Frence anc that after-consultetion with Mr. Rafter it
was interpretef thét such-ternover-teax wes to be constituted as
pert of print cost. This was duly noted by the Board and no
objection raised thereto. ?,

The Generél “anager subritted ‘an offer that had been
made by Arnold Pressburrer whereby the letter desires to enter
into an agreshent for distribution of United Artists product
in France, Belgium and the Freneh colonies. After discussion,
the matter was gtabled for further consideration. _@

.

The General Manager reported that he nad given to the

. Treasurer of the Corporation one of the duplicate orisinals of

the letter written by Walter Wenger, Productions, Ine., dated
Mey 1, 1956, in regerd to locel pictures. The Generel Menager —
urther reported that he hed reeeived @ letter dated July 26th, .
the original of which wes civen to the Treasurer, from Seiznick
International Pictures, Inc. securing their agreement to, the

WElcox and Hellmen transactions hereinafter referred tc. in these

minutes.

The General Menager reported that he wes negotiating

~ with Herbert WEicoxe @nd Marcel Hellman for Gistribdution in the

British “sies by United Artists Corp. Ltda., of pictures to be —_
produced by them respectively upon the follpwing terms: zt

(a) RE: HERBERT WIBCOX :
Five to six pictures to. be produced in England by
Herbert Wilcox and

(>) RE: MARCEL HELLMAN:
One picture to be produced in England by Mercel Hellman.

"The distribution terms in the British Isies for such cases
Wilcox and Meilman pictures psyeble to you te be not

~. less then 20%. We understand that there will be a pko-

vision in regard to the Wilcox pictures that if the

ross receipts from the British Isies on any two con-

secutive pictures taken together shall smrount to

B200,000 or more, then the division of such receipt

between the Producer and you shell be altered to 823%

to the Producer and 172% to you, such elteration to ©

apply to the total gross receipts of theyssid two conse-

cutive films end not to the receipts in excess of

b-200,000 only. Likewise if the gross receipts from a

the British +sles on the Wilcox pictures to be delivered

to you téken collectively shail amount to &600,000

re, S nener

re ae

on al

(if 6 are delivered) end &500,000 (if 5 are delivered) or
more, then the divisicn of such receipts between the Pro-
ducer end you shail be altered to 324% to the Producer
end i7#% to you, such alteration to apply to the totel
gross receints o. seid films and not to the receipts in
excess of 600,000 only or £500,000 only, as the cage
may oe.” .

Both agreements to contain the usual distribution provisions. /

| _gane General Maneger felt that on these two particu-
ler transac ons he woulc like to have the approvel of the Board.
It was | <
RESOLVED, thet the General Maneser be authorized to
consumiate the transactions along the fore-
going lines. :
t :
/ The General Manager reported that there had been“an
exchange of cables between Alexander Korda, London Films and hime
self in regard to the application made by London Films for the
right to distribute elsewhere the picture entitled "THE FIRST AND

THE LAST®. =

_The General Menager further reported that after e
number of cables had been exchanged he, OmJuly 22nd, with the
epprovel of Niss Pickford, Mr. Goldwyn, Mr. Schwertz and Mr.
Ericksen, had sent to Mr. Korda the following ceole (copies of
which he sent to the four heretnebove mertioned): ¥

"NLT .
KORDA P
LONDOFIL

LONDON (ENGLAND)

DEAR ALEX REFERENCE YOUR REQUEST MADE THROUGH HARRY GEORGE FOR
UNARTISCO PERMIT WU DISTRIBUTE ELSEWHERE FIRST AND LAST WOULD

LIKE WAKE IT PERFECTLY CLEAR THAT YOUR VIEWS PICCURE NOT OF

QUALITY AND PRODUCTION VALUE WORTHY OF DISTRIBUTION BY UNARTISCO
WERE UNHESITATINGLY 4CCEPTED BUT ‘FEELING WAS SIKCE BY YOUR

REQUEST YOU WERE INTERESTED PARTY THAT IT WOULD BE ADVISABLE 4
PRO FORMA HAVE OPINION OF UNARTISCO LONDON RFORESENTATIVES
WHICH UNDOUBTEDLY WOULD BE IN CONFORMITY WITH YOUR OWN STOP
AFTER CONSULTATION TODAY WITH MARY GOLDWYN SCHWARTZ ER EN
THEY FULLY ACCEPT YOUR STATEMENT THAT PICTURES NOT OF TISCO
STAND AND TEEY WILL INSTRUCT TiBITR REPRESENTATIVES ON BOARD
Tu VOTE iN FAVOR OF YOUR REQUEST stop MEANWHILE AY CABLING,
ARCHIBALD PREPARE NECESSARY AGREEMENT UNDERSTANDING BEING <i

ERS EB Ad Ge RY Cab HRT OR ADVERTISTNO

+

—— | er ROL Oe >> pe eh ee

= -Ge
4 a

Upon motion duly made, seconded and unanimously
cerried, it was

RESOLVED, that the ection of the General Manager
pe and is hereby ratified.

The General Manager reported that he had just. received
from London Films, taro Mr. Archibald, recuest.that the pice
ture called "T CHALLENGE” be treated by this corooration as 4&
British Empire Pilm ont tc be distributed in the United Kingdom
at 17a%, and likewis@-to be distributed in the British Expire
only. The letter request dated July 22nd from Loncon Films,
above mentioned, was read to the Board.

The General “anager mentioned-in connection thereto,
thet although he was vested with the right to give distribution
in the British Isles to such picture, vpon terms more favorabie
to London Films than those accorded to any steckholder-producers,
he was not in a legal positicn to deel with the matter for the
reason that by virtue of the “favorite nation" clause Selznick
International Pictures could cieim as fevorable terms as may be
given to "THE CHALLENGE” in the, British Isles.

hen Thé General Manager stated nll gh proposed immedtately
writing to Selznick International Pictures in order_to secure

their consent “aot giving distribution to London Films ‘on this

picture in the Brftish Isles et 173%.

The Géneral Manager further stated thet the terms of
distribution in regard to "THE CHALLENGE” in the British Empire
(other than British Isles) would be ideyticel witn those now
accorde@ to the steckholder-producers. by

‘ pili F =

~" he General “anager reported that he hed received nuz-

erous requests from the various producers to pe given their
reduction in England end thet after consulting with Miss Piekfora,
Loyd Wright, for Mr. Ghartes Cheplin, Mr. Mulvey for Mr. Gold-
wyn, Mr. Ericksen for kr. Douglas Feirbanks, and after further
conferring with Mr. Raftery on behalf of the corooration, sil

of whom were in agreement, he had sent the following cable to
London: - ;

atid

att

* . Me Rag Armee PPG s4 ;
Re ee ae See ee ee ee ae ee eee

-10-—

"Aucust 3, 1956.
UNARTISCO
LONDON
PAY IMMEDIATELY PICKFORD LASKY CHAPLIN GOLDWYN SELZNICK WANGER
ADD THOSE LONDCFILM PICTURES COMING UNDER THEIR STOCKHOLDER
PECLUCER AGREEMENT SUCH SUM IN-ROUND FIGURES APPROXIMATELY REP-
SENTING AMOUNT EACH WOULD BE “ENTITLED TO.ON 25% CALCULATION
WITH CHARGES USUALLY SHARES LIKEWISE AT 25% ON RESPECTIVE
PLAYEDEARNED FROM JANUARY. FIRST TO JULY 29 WITH APPROPRIATE
LETTER TO EACH SAYING AMOUNT IS ADVANCE AGAINST FUDRE FILM ’
RENTALS AND THEREFORE RECOVERABLE BY US ANY TIME ON DEMAND STOP
WHEN APPROPRIATE DOCUMENTS EXECUTED WE WILL THEN TREAT THESE
ADVANCES AS DEFINITE PAYMENT CABLE ME NEWYORK TOTAL YOU PAYING
EACH PRODUCER ABOVE MENTIONED REGARDS MURRAY®. © .

Upon motion duly made, seconded end unsnimously. carried, it
was t

RESOLVED, that theaction of the General Manager be and is
hereby ratified.

ar
-

The Generel “anager reported that a new agreement
had been entered into with Waiter Wanger and Waiter Wanger
Pictures, Inc., dated July 26, 1936, and that such agreement
hed been signed on behalf of the corvoration by Loyd Wricht;
after the above mentioned agreement had been read tc the Board
upon motion duly made, seconded and unanimously cerried, it was

RESOLVED, that the Boerd hereby ratifieg the action of
Mr. Loyd Wright in having sighed such arreément.

i. The General Manager reported thet negotiations had
been entered ints for the enrloymert of Lynn Farnol «s Head of
the Publicity end Advertisinw Department end briefly outiined-
the agreement, offering same for the perusal of any director
who desired to read it. The General Manager stated that the
agreement had been prepared by Mr. Raftery. ;

Upon motion duly made, seconded and unanimougly Me
carried, it was _ ;
RESOLVED, that the Generel Manager is hereby suthor-
: ized to execute such agreement on behelf
of the corporation.

The General Manager submitted his expense account in

-ll-

» . ®

-:

connection with his visit abroad from June 15th to duly ii, 1936,
end in return of his family to New York; he also submitted his
expense account in connection.with his visit to Celiforniea from
July 14th to August 1, 1938.

The above expense accounts havings beer read to the
Board, upon motion duly made, seconded end unanimously carried,
it wes

RESOLVED, $aat.same be epproved and Mr. Reftery
authorized to append his approvel thereto.

The General Manager reported that he had varicus com-
munications from London Films in regard to their cleim that they
should be reimbursed for second trailers made by them in connec-
tion with the distribution of their pictures.

The General ~anazver reported thet he had conmsuited Mr.
Reftery thereon as to the lesal interpretaticn of the contract,
and that Mr. Reftery had edvised it was the spirit end Antention
of the distribution agreements that the cost of all.
connection with trailers, be borne by the sroducer
intention was clear that the corporation, in terri
of the United States wes to pay for the cost of o
ers or dupe negatives, but certainly not the cost
production of such treilers. ees

itive trail-
the -

~~

The above ruling was noted by the board, there being
no objection thereto: - ” ;

The Generel Manager reported that he had had a discus-

sicn with Mr. Joseph M. Schenck and that tbe tter was inter- :
eee s"te acauirine from e corporat on his itt fisurence policy.

The Gaerel Menacer fufther reported that Mr. Ericksen and Mr.
McKay were opposed to the corporation disposing of same. The
matter was tabled.fog further consideration.

The Generel Manager reported that efter discussions
with certein of the stockholders, it was felt thet in view of
the business of the corvoretion now being transacted in the City
of New York, and furthermore, that no meetings were to be held
in California, it was expedient that the office of Secretary be
Vesteé in e person resident in New York City.

+
Furthermore, that it was necessary to secure the resig-
. nation of Loyd Wright as Secretery before electing & new secre-

tary. me ‘

That in view of the change as aforesaid, that it WER

ay

*
—e~
.

3
.

the feelings of the stockholders that there was no need to have

leval advice upon-an annual retainer basis in California. It -

was the consensus.of the meeting that the fiatmer of handling
the situation Si6ula be left .to the General Manager, who was to
negotiate with Mr. stent lathe terminatfon of his arrangement
with the Compeny, and tha€ ‘he resort to the Board at 4 later .
dete of the result of his negotiations. ;

The General Menarcer reported that he was in recéipt cof ——

& copy of ea tetter dated July 18th, written by £. HK. George,
Director of London Fiims, Ltq., recuesting that the arransement
of accounting on a one-week basis for London Fiims be continued
for @ further period of six months” as from the 30th of June last.

Upon motion duly made, seconded and unanimously
carried, it was

RESOLVED, that such request of London Filns be
granted.

; The Genéral Menager reported that he has been advised

by Mr. Muller that all banks nd&i been notified of the cancella-
tion of signestures of Dr. A. H. Giennini, Thomas L. Wigeker and
Leo Samuels. oo as :

The General Manager further reported thet he had been

advised by Mr. Muller that 1 documents, papers, records, ete.
that were in the calinpeiie bftioe of the corporation had now

been received in New York anf were et the warehouse of the cor-

enkel

a

poration. : Sete

The General Menager reported that he hed been-sdvisedy
by Mr. Kelly that the agreement, authorized atthe previous
meetings, in connection with the picture "SON OF SHEIK” in

(Export) Ltd., Allied Artists, Ltd. held on June 30, 1936, cer-
tified copies of which he produced to the Bosrd and subsecuently
to be given to the Tre@surer.

The General Manager stated that the important matters
contained therein had already been dealt with by the Delaware

Board at the previous meeting, but thet such minutes were avail-

x

@

able for the perusal of any Director of the Delawere ecorsoretion.

é : ps:
os 3 - =e

.

: The General Manager further reported that he had
received a comprehensive toarne from Mr. Archibald, dated
July 15, 1958, on the ODEON situation, together with reports
and schedules dated June 30, 1935, that had been prepared by
Thorson MeLintock * Co, Chartered Accountants of London, in
connection with the proposed negotiations that had been opened
up by Mr. Deutsch with Prudential Assurance Co.. Ltd. for
finance from thet compeny.

In view of the lengthy nature of the report it wes
not read to the meeting but placed at the disnosal of each
director. -

Tee General “anager also repdrted thet he had also
received from Mr. Archibald draft mimutes of directors meetings
of Entertainments * General Investment Corp., Ltd., and .
County Cinemas Ltd, held on June 28, 1938, both of these being
subsidtary companies of Odeon. “These draft minutes were made
aveilsble to any of the directors wishing to read same. ——

All of the above documents were delivered by the Gen-
erel “anager to the Treasurer, who in turn wes instructed to
permit each of the directors to read and analyze each of the
documents separately.

The General “anager reported that in view of Odeon ”
being in arrears in film rentals, that ‘after consultine certain
directors and stockholders he had authorized the English Company
to meke payments in anticipation of the collection of such ffi
rentals and & covering letter was sent to each producer concerned
to the effect that such payments were in the nature of an ad-
vance in anticipation of the producers* share of film rmtals
and that we had the right to recoup such advanees from any
monies being due to the procucer concerned in the future, thus
preserving our legal rights thereto. Mr. Raftery confirmed
that such was the legal position. © fe

On motion duly mad seconded and unenimously carried,
it was

RESOLVED, thet the action of the Generel Manager
be ratified.

__.._. The General Menacor—presosted—thet sometime ago a
resolution had been passed authrizing Dr. Giannini, to deal,
in his discretion, with any recuests made by any producers for
the return of the distribution rights of a picture deemed to be

————not-suiteble- for non-English speaking territories, the formula

ee ee

}
ay

-l14-

therefor beins, that shotiid the management of a locel non-
English speaking subdsiiiery be of the opinkm that a pic-
~ture is not suitable for that territory- snd such opinion
ceing confirmed by the producer concerned, then in that
event Dr. Giannini was given the power to decide whether or
not such victure should HF returned to such producer for
such territory without the corvoration thereefter being
entitled to any commission on any deal that might be made by
io er in connection therewith, -with any other dis-
tributor.

Upon motion duly made, seconded and unenimously >
earried, it was

RESOLVED, that the power granted to Dr. Giannini
as above Set forth and for the purposes
above mentioned, be conferred uson the
General Manager. . rekoines

nd

. »~ The Generali Manager reported that he had received a
letter from Mr. Dennis F. O*Brien dated Ausust 2nd, advising
that Mr. Clarence Fricksen on behalf of Dourclas Fairbanks and
the Elton Corsoration, had directed him "to recuest United
Artists Corp. to provide Mr. Fairbanks or the Elton Corrore-
tion with the same tyne of supplemental agreement that was _
issued to Mr. Samuel Goldwyn, and has since been recuested by
Mr. Charles Chaplin and Miss Mary Pickford or The Pickford
Corporation, 911 nursuant to awletter dated Iuly 18, 1938,
sent to him by Mr. Clarepre Ericksen."

Upon motfon duly made, seconded end unanimously
carried, it was

RESOLVED, that the corcoration agrees to such
recuest and that Mr. Silverstone,-tnd
General Maneger, be authorized to exe-
cute an agreement to be drawn by Mr.
Raftery along identical lines as that
of Mr. Charles Chaplin.

The General Manager reported fat ne ‘had received &

communication from Neil McCarthy, in connection with the Howard

_ Hughes cleim, outlining the cleinms of his client. pag

Upon moticn duly made, seconded and unanimously
carried, it was ag

-_

—

x t 4 i
oy , See. ee ate S iin Ay
es boot Sed + sixi* woe Sex mee UP PS ae Ee eORe why es Si
rE Stet Oe eG AO Re ee tt oa ae SL” eae Te a Te ON ce ae Ok ee a ee Pee

- ‘

RESOLVED, that the subfect matter of Mr. McCarthy's
letter be continued to be dealt with by
Mr. Reftery in consultation with the Gen-
erai Manager. ~

Mr. Raftery nede detailed resort of the progress of the
Gtssute. =

The General Menager stet®a thet Mr. Raftery hed men- —__
_ tioned to him that he had received bilis from the. Hays
Organization es follows: e

{a} Ledirk, et Bbissee nicer sbececncenvaeescHlibe. Sl,
plus Seoerseseeesersceorveoeeeoepze 59.64

(b) SRREh VW. MOURG, Ob Bldocis kc cckcc ctudwr 66.28
(c) Boston Anti-Trust suits bill......... 122.46
{Disbursements} :

Uy motion Guly made, seconded and unanirously car-
ried, it was

RESOLVED, that such accounts be peid and where
already paid such payment be and is
hereby ratified. -

Mr. Raftery reported to the meeting that a case
hed been started by 2

{e) Gary Theatre Co. v. Paramount et el in theU. sg.
District Court in Chicago and which hes to do with
B & K clearances; * a Scot le tn Klee

(>) Le Cragsse-v. U. A. et el. = Anti-Trust in Wisconsin. murah
The Board duly noted in the above.

Mr. Raftery presented e bill by Mr. F. M. Guedalle
in the sum of &241-15-0 in connection with services ren-
dered by him to Miss "Pickford end Mr: Douslas Fairbanks re
the reorgenization of the company. The matter was tabled
with e fecommencetion that the General “aneger discuss it

with Miss Pickford woon her errivel here next week.

—

Mr. Raftery submitted his account for personal ex-

“penses in the sum of $381 in connection with his visit

to tondon es attorney for the corporation in reference
to the reorgenizaétion of the company.

Upon motion duly mace, seconced and unarimously
earried, it wes

—-~-PESOLVED, that sueh-eecount is hereby approved

without further eccountin and thet the ~~
Generel Kkanager is eutnorized to append
his spproval thereto.

In-regard to the lew suit instituted by the Government .
against the major motion picture companies, including this
orpéretion, and against certain of tne stockholders,

“officers and employees of the Corporetion, Messrs. ow

end Raftery gave the ~eeting © full report as to what hep

pened since the law suit wes started; ‘nat in all probabii- ~~
ty the time for the defendants to pieed will be extended

to November 1, 1956. It was the recommendation of coun-

sel thet as far as United Artists was concerned the com-

plaint should te attacked for insufficiency. It wes
therefore, on motion duly meade, seeonded end unanimously

carried, ee ; Sane

RESOLVED, that the defense of tne United Artists

" Coroors‘ion should be undertaken seper-
ately by counsel for the corporation in
consultation with the Generel Manager
and with the Board of Directors, and that
no expense of any substantial nature shall
be incurred without first securing the ap-~
proval of the Boerd.

It was further 5

RESOLVED, the®eny officer, director or stocknolder
of this Corporation, and this shell apply
to any pest officer, stockholder or director,
whe hes been nemed es ea defendant and for
whem the General Counsel of this corporation
is héreby“suthorized to ect, shell have the ~
privilece of having « defense put in without
expense but at the sole expense of the gsor-
n noration by counsel for the Corporation. sil

Cees ae oe at te ke Oe ee ge

_fox.the seven months endins July W, 1955, tut as Scon ss
zy It would be circuieted ay tae General Manéger

wi sang

In re Better Business Drive: Mr. Scheefer wes unadie
to attend the meeting as he was engegsd in 6 very isportent
conference with customers, ewey from tae office. nis mate
ter therefore was referred to the General Manerer for his
consideration end to secure 2 full report from Mr. Schaefer
rezerding seme.

yl. ‘The Corporetion received from Benx of Anerice
Nationel Trust and Sevings Association & Mortgeze, Pledze
and Security ement dated Juiy 22, 1958, between Selznick
Internetionsl etures, Inc. and the bank which essigns the
producer's share of the revenus on the pieture "YOUNG IN
HRART® tc the bank covering ioans uP te $500,000. Upon
epproveal by counsel we signed the stributor's Acceptance. -

2. Export hes now sold the bdelence of the italian -
Treasury Doller Sonds, nemely, $76,600- per velue, at é
Siscount of 36% from per velue. Approval of this ection wad-
obteined from all producers involved and from the New Fork
directors of the Corzoretion individueily.

The above was duly noted end approved.

The General Meneger reported thet the Treasurer hed
net been eble te have ready the rative estimseted Income
and Profit Sheet of, the Cor: und its subsidisries

it wes
to each of the directors.

In reference to the pictures, “ACTEON FOR SLANDER®
and "SOUTH RIDING", Mr. Raftery reported that there hed been
considersble correspondence over 2 veriod of many months wih
the English compeny, particuisriy in connection with the
essichrents in regard thereto, end thet the metter had been
dealt with between the office of the Generei counsel, Mr.
archibeld, Mr. Quenmeli and others.

ae

Some time aco Yr. Victor Seville signed a contrect with
Metro-Goidwyn-Mayer to produce.pictures for thet company end
which esereement we held as beine techniceily in violetion of
the exclusivity provision in the contract between Victor i
Sevilie Productions, Ltd. end ourselves.

Oe re oh > =, % aa ea : ee a (an em
Soy sx oes . i > ; -
* = S- —- oa ead = = :
: 3
- Pn

“ = -id- ~
In Zien of the surgestioghede that Victor Seville

Productions would sue United Artists for what at ellezed
to be Ff -aistributicn, it wes decided st = mest ne in

- Gelifornie thet we woid_acly release the Seville Produc-
tions and Mr. Victor Saville frox their oblizetion to
deliver two further pictures and thereby eneble him to
work for Ke+ro-Goldwyn-Meyer uson tonditicn thet he en¢ the
Séveille company signed « senersl release in eonsideration
therefor. This general release, which wes in the first
instance prepared by Nr.. Quennell, has been eporoved bdr the
generei counsel of this corporatiom® end hes deen sént to
Mr. Archibeld with the understandins that it is to be erxe-
cuted by Mr. Victor Seville and Victor Seville Productions
simultaneously with the Gelivery by Mr. Archibald so Victer
Saville end Victor Seville Productions of the cencelleticn :
of the obligation on their pe to celiver two further
pictures. - —

There, however, remeins «4 question es te-how the tro

pictures, "ACTION FOR SLANDER" end *"SOUYE RIDIEG® are to be
a Geclt with in relat e_our distrimtion ecreseat-xith—____

London Film Productions, iLtc. since these two pictures were
Gelivered te us by London Filrs. Correspondence on this
subject, written to us by ir. Architeld end eomteining therein z
numbers of letters on the subject, including letters from a
Girector of London Filus, clearly shows thet these txo pictures,

while ielive to us by. London Films were duced end
ere the property of Fistor Sevtile oduetisns fea.” Con-

sicering ell of the facts end cireumstences es outlined in

the lengthy correspondence, copies of which ere evaeileble

to eny member of the Boerd who may wish to peruse sere, :

it wes unenimous =f * SLANDER?
end "SOUTH RIDING" be acopted by this Cornoretion in the

seme cete S DARK JOURNEY «es eacceptec end thet appro-

priete document therefor be drewn by general counsel of

this corsoration and sent to London Filzs for their signa-

ture.

-

=s,

In connection with the Irrevocebdle Authority on the
pacture "RETURN OF TEF SCARLET PIMPERNEL", which hed been given
to the general counsel 6f the corporetion, Mr. Reftery reported
that seme hed been signee by the corporation es euthorized by «
resolution &t the previous meoting end that it hed been
sent to the London office with « eclistersi teresment to be
executec simultaneously thererith. In addition theréto a
letter hed been sent by the genersl counsel, & copy of which

& :

e ‘ 7 Se. A, See Se PE i er
“_ > “net oe rarely —_ ~ os eR He LES, ep ewes
aes - egg an ——s ¢- eee
Bee - ie ee
< #
> ‘ é 4
. o ITS o ~ #8
- ° >* = >
sin a . . ~~
Ne
a oe
\ ein
.
=
~
4
& ~+~—
} -i9--
=
—
Fad

is available to the directors, to the London office, ask-
ing for clarification of certain points in connectién with

the delivery of this picture by London Filss.

- Raftery revorted to the meeting that it head been
curred es his attention thet Atlantic Pictures were adver-
tising certain old photoplays, now being distributed vy ~~

Atlantic Pictures,-as United Artists Pictures.——¥r. Reftery
‘aoe ~ was ising ee ee Deeiately to stor such

advertising.
o
There being no further business before the meeting, S
te same wes , upon motion Guiy made and seconded, sd‘ourned
> =

n®~

,

s
THE COMPANY WILL APPRECIATE SUGGESTIONS FROM ITS PATRONS CONCERNING ITS SERVICE i230

=<

. > THE QUICKEST, SUREST AND SAFEST WAY TO SEND MONEY IS BY TELEGRAPH OR CABLE =

-MARY PICKFORD COMPANY <n
HOLLYWOOD, CALIFORNIA

July 8, 1938

Board of Directors :
United Artists Corporation ; ‘

Gentlemen: ;
~~

I herewith resign as a director of
United Artists Corporation, such resiznation
to be effective only when tha Secretary or
the Assistant Secretary of the company holds
resignations from all but five of the present
direotors.

Yours very truly,

Wibod likib (pow VOU) Ses aetce

Saditee camaaiel
ae “729 SEVENTH AVE matt pom BOL OWYN
yew YORK , ALEXANDER KORDA
~ July 13, 1938.
- }

Mr. Edward ©, Raftery,

Assistant Secretary of

United Artists Sorporation,

152 West 42nd Street,

New York, N. Y. «

Dear Ea: . &

In conformity with the plan of reorganizing
the Board of Directors confining it to five only, please
accept this as my resignation.

GJIS:LC a VP,

f August 15, 1938.

MINUTES OF SPECIAI: MEETING OF THE BOARD OF DIRECTORS

of
ec ARTISTS CORPORATION

A special meeting of the Board o Directors of United
Artists Corporation was held on Monday, August 15,1938, at 11
o*ciock A. M., at the offices of the Comoration, pursuant toan
adjournment of the meeting of August 4, 1938.

There were present the following directors: -

Charles Schwartz, .

James Mulvey,

Dennis F. O*Brien,

Edwerd C. Raftery, 4

constituting @ quorum.

There were also present: © Va
Emanuel Silverstone, representing Alexander
Korde,
M. Silverstone, General Manager.
H. J. Muller,” Treasurer.

Mr. O*Brien acted es Chairman of the meeting, and Mr.
Raftery acted as Secretary.

Mr. O'Brien reported that the meeting had been called to
supplement the resolution which was passed at the meeting of
of Aucust 4, 1938, which resolution was reported on page 10 of the

minutes of said meeting and was concerned with the new arrangement

>

A ; } -
with Walter Wanger Productions, Inc. and Walter Wenger. .

After discussion, it was moved, seconded and

unenimously resocived as follows: e

WHEREAS, WALTER WANGER PRODUCTIONS, INCORPORATED, a4
Caiifornia corporetion, hereinafter referred to es WANGER
COR ORATION, is indebted to this corporetion, UNITED ARTISTS
CORPORATION, in the’sum of epproximately $640,000. and. interest o
verious loans obtained by seid WANGER COR-ORATION from this

corporation for the production of motion picture photoplays;
end

WHEREAS, seid WANGER CORPORATION proposes to borrow
from BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION,
tional banking association, hereinsfter referred to as
the bank, further sums of money not to exceed in the aggre-
ete the sum specified in the second supplemental agreement
ed August 2, 1938, for the production of motion picturé
ae S and for other purposes, including the payment
schargé of en obligetion of said WANGER COP°ORATION
to CONSOLIDATED FILM INDUSTRIES, INC., hereinafter referred
to es CONSOLIDATED, under an egreement between said WANGER
CORPORATION and sald CONSOLIDATED deted June 17, 19875 and
WHEREAS, the benk recuires es a condition of said loan
or loens that ail of the indebtedness of seid Wanger Corcora-
tion to this cor oration shall be subordinated and made
unior to the obligations of said WANGER CORPORATION to the
and also recuires that the oe A oF this cor-
poration for its loans to seid WANGER CORDORATION shell be
subordinated and made junior to the security taken or to be
taken by the bank for its loans to said WANGER CORPORATION.

NOW, THEREFORE, BE IT RESOLVED, thet thfs cornoration
subordinate to ell existing end all future ikmns to be made
by the benk to the said Wanger Corporation, including 4ll
existing indebtedness of said Wenger Corporation to the
bank end seid additional loans not to exceed the sum pro-
vided for in the agreem@yt dated Februery 7th, 1938, and the
supplemental agreement GWeted March 16, 1938, and the
second supplementel agreem@at dated August 2, 1938, and to the

: ~

ee ae wn i ape see ee meen aren eee yy ap el mal

security teken and to be taken by the bank for said
loans, the seid indebtedness and any future indebted-
ness of said WANGER CORPORATION to this corporation,
together with ana including the-security therefor; and

4

BE IT RESOLVED, that the President or any Vice
President, together with and including the secretary or”
any assistent secretary of this corporation be, and they
hereby are authorized, empowered, and directed to execute
in the name of this corporation, and to deliver to said
bank such agreements or instruments of subordination as
shall be effective to accomplish the pursoses eforesaid
and as the bank shall require as an inducement to it to
make said edditional loans to WANGER COR-ORATION.

There being no further gusiness before the mesting, the

seme was,upon motion duly made and seconded, adjourned.

Pa | Pe

.
s

MINUTES OF REGULAR ME2TING gF BOARD OF DIRECTORS 5
Go Fs

*
of

UNITED ARTISTS CORFORATION

. An edjourned reguler meeting of the Boerd of Directors

of UNITED ARTISTS CCORPCR/ TION was held on Wednesdey, September 7,
1938, et eleven o*clock A. M., et the offices of the Corporation,
729 Seventh Averue, New York City, New York, pursusnt to notice
given by the Assistant Secretary, and in accBrdance with the By-

*

Lews.

,

Mr. Edward C. Raftery, being the only director present,
~~“Guly adjourned the meeting until Thursdey, September 68, 1938,
ét two-thirty P.M.

nee

&
~~ jBaward c. Reftery
OTE 2 Acting Setretary
rail . " +

September 8, 1935.

MINUTES OF ADJOURNED REGULAR MEETING OF BOARD, OF DIRECTORS
of

"
UNITED ARTISTS CORPORATION

7

An edjourned regular meeting of the Board of
Directors of United Artists Corvoratton was held on Thursday,
September 8, 19358, at 2:30 o'clock P. M., at the offices of
the Corvoration, 72% Seventh Avenue, New York City, voursuant
to an adjourmment of the meeting of September 7, 1956.

There were present the following directors:

Charles Sohwertz, — °
Jemes Mulvey, ;
Dennis F. O*Brien,
Edwerd C. Raftery, #
constituting e cquorum,
There were also present:

Emanuel Silverstone, representing Alexander Korda,

M. Silverstone, General Menager,
H. J. Muller, _ Preasurer,
N. A. Mckay ton

Mr. O'Brien acted as Chairman of the meeti
end Mr. Raftery acted es Secretery. ey

~

; 1. The General Manager presented to the meeting
the resignation of Loyd Wright, as Secretery of the Corpora-
tion end es its West Coast Legel Adviser, effective as of
September 1, 1936. The resignation was read to the Board,
together with the letter thet hed been written in reply by
the Generel Manager to Mr. Loyd Wright.

Upon motion duly made, secended and unani-
mously carried, it was ae

RESOLVED, that this Boerd accepts with regret
the resienetion of Mr. Loyd Wright
and fully endorses and approves the
remarks made te . Loyd Wright as
expressed in the General Manager's
reply to him above mentioned.

<a “
poet a

eo ete deh

a
F
eee a
‘

-2-

26 The post of secretary being vacant, the Chair called
for nominetions to fill the veécancy. Edward C. Reftery wes nome
inetea and duly seconded. There being no further nominetions,
the polls were declered closed. Upon motion duly made, seconded
and unanimously carried, it was , “~~

RRGOLVED, that Mr. Bdwerd C. Reftery be and he
hereby is declared elected Secretary
of the Corporation to teke effect
immediately. ’ A over WMS

Mr. Raftery then presented his resignation as Assistant Secretary

of the Corporstion.

3. The General Menager then made a detailed resort regardipg
Welter Wenger Productions, Inc., end particularly esked « prov
of the execution of an agreement between Benk of Arerice Nettonal

st and Savings Associetion and Walter Wanger, Inc., which head -
been accepted by United Artists Corporation end which had been
executed by the distributor after spproval by coufisel. 5

“~ ‘

‘ Upon motion duly made, seconded and unenimously carried,
t wes ~

RESOLVED, that the action of the officers of the
Corporation in signing the eforementioned
document be end is hereby ratified.

4. Mr. Reftery reported that he had written toMr. Quennell -
in regard to the stock certificetes of the English and Cofitinental
compunics and hed received & reply from Mr. Quennell which wes
read ® the meeting. Mr. Raftery wes directed hy the Bosra to
notify Mr. Quennell to proceed as suggested in his letter.

De The General Manager reported that there had been deliv-
erea to the Treasurer, for the availability of any director who
wished to see the same, the annual accounts of Odeon Theatres,
Ltd., together with full reports from Mr. Archibald, including
minutes, egendsa, correspondence and memoranda, together with ea
cepte reporting the esrnings of Odeon Theatres, together with
&@ revort thet Mr, Lewis had been elected e director of Odeon
Cinema Holdingsg Ltd. in place of Mr. Silverstone, as previously
epproved by the ard. The Treasurer wes directed to make
sveilable to each of the directors in turn ell of the documents
referred to, so that each director could famiYierizé himself
with the situation.

6. Mr. Muller advised that he hed received from London e

;

ts
fs Fe

> =~

‘copy (for nis files) of the Cancellation Agreement between
United Artists Coro. Ltd., United Artists (Export) Ltd.,
the seven Continentel Compenies and Mr. M. Silverstone.

2

Ts The General Naneger submittec toythe meeting a
report which he had received from the Treasufer in regerd
to the stock certificetes and the Board of Directors of the
various subsidiaries of the compsny. The report was read
to the meeting and the Secretary wes directed to send a copy
of the same te each of the stockholders. It spp¢ering thet
there is a _vacaney in the directorate of the Canadian company,
caused by the phownccale =a of Dr. A. H. Giannini, fit was

RESOLVED, thet Mr. Cherles Schwartz be elected
“ @ director of the United-Artists Cor-
. poration, Ltd. in Canada in place of
Dr. Giannini, and thet the one share
of stock hejd by Dr. Giennini in that
corporation be transferred to Mr.
Schwartz, to be endorsed by Mr. Schwartz
in bDisnk end delivered to the Treasurer
of this Corporation.

It wes further °

RESOLVED, that other than the change sugeested
in the foregoing resolution, the stock
certificates continue tc be held as they
ere now held in the compeny, and that the
FA same directorate continue as above.

-

+ - ~-— —

8. The denerai ilies < Teported that grmaihciee reso-
lution of this Board had left it to the General Mansezer as to
the composition of the Board of United Artists (Export) Ltd.
end the verious Continental Subsidiaries. This matter was,

, now being given careful consideration and report thereon would
be subuitted to this Beard at the next meeting.

9.- ' The General Manager reported that Allied Artists
+. Corp. Ltd. (England) is a company with. &. 10 Capital and does
a operate et all. Whén the corvoretion started business in
glands they could not use the name UNITED ARTISTS CORPORATION,
eM os it had been contracted aay to one Morris Greenhill.
*y ¥hen lr. Greenhill did not pretect the registration of the
name by allowing it to lapSé because of its non-activity, we
incorporated a ¢ompany called United Artists Corp. Ltd. for

L100"4nd subsequently chenged the name of Allied Artists to

ef

United Artists Corp. Ltd.-nnd simultaneously chenged the name
of United Artists,Corp. Ltd. to Allied Artists. It is import=
ent that the Cornoration keep Allied Artists zoing merely to :
orotect the name and prevent its use by eny other person. The
stock of Atified Artists is owned by United Artists Corporation;
it is issued in various nominees of e Corsorstion's and the
stock certificates with transfer a Signed in blenk attached
thereto, sre deposited in the Gucrent} Trust Co.), “Pall Mell
Brench, London,. England, subject to withdrawal otily by order of
* the Bonre of Directors of United Artists Corporation of
Delaware. The present Directors sre: Messrs. M. Silverstone,
Charles Schwartz Arthur W. Kelly, F. M. Guadella, &. T. Garr ®
and George Archibald, It is proposed thet as and when the
Directors other than Messrs. Siiverstone, Carr and Archibald are
uy for election that they be not re-elected to the Boerd so
that ultimately, there will be only three in view of the mn-
activity of that company.

i ,The suggestion was unanimously approved by the
oar .

'

10. The General Manager stated that the Treasurer
had prepered an analysis of the reliationshin between the various

subsidiary compenies of this corporation, and the corsoretion itcelfr

(other then England and Continentel Europe which hed already

~~eeen deslt with et previous meetings of this Board) hed been mece,

and the following memorandum compiled by the Treasurer was reed
to the Board: ;

RE RELATIONSHIP BETWEEN SUBSIDIARIES %& DELAWARE CORP,

"The coumission arrangements with our subsidiery companies .
and unincor oreted branches (csutside of England and the
Continent) ere as follows: ;

Subsidiary Companies

ARGENTINE None
CHILE Ks
COLOMBIA =
PUERTO RICA bad
JAPAN

NETHERLAND- EAST INDIES None
CRAAER io. ee $
MEXTCO . PITTS. ST

AUSTRALASIA-~ 5% fal

fae

—

.
4
q
‘

P
:
a
?
oe

a < 5 ; "Gnas

Unincorzorated Brenches

CHINA None s
CRISTOBAL sed

INDIA 5%

STRAITS SETTLEVEN?TS 5%

PHILIPPINE ISLANDS S%

PERU None

. ;
None of the comission arrangements *2 in writing or are there

any frenchise egreements between the Deleware Company end its
subsidiaries or branches as above mentioned."

It was recommended tothe Bbard that the relationship
between the subsidisries, Uwnincor orated branches and the corpora-,
tion, remain at present existing.

Upon motion duly made, seconded end unanimously eerried, -
it was ;

RESOLVED, that the recommendation of the General
Menager be followed.

c4

ll. Mr. Q*Brien civised the meeting that the assessment
made by the United States Govermmént ageinst the Cor>oration in
regerd to the a@lendar year 1935, in the sum of $59,434.22 had now
been wiped out and that they were not pressing this cleim. It
must be bowne in mind that the. wiping out of this assessment,
while eonroved by the Interns? Revenue ent in Cherge in New
York, hes to be finally epproved by Wash ngton,. It is antici-
petgd that Washington will approve fhe ection of tne New York of-
fice, but until they do so Mr. Muller is continuine the reserve
on the books of the Corsoration in « sum approximating the ae
above. ‘

-

12. Mr. Emenuel Silverstone advised the r ceint of a
cable from Mr. Alexander Korda, recuesting the sem@ azreement as
had been given Mr. Chaplin (being similar to the one given to Mr.
Samuel Goldwyn, deted July 22, 1936). Mr. Reftery had ‘been re-

uested to and hed drawn this agreement.

——-——~ Upon motion duly made, seconded and unenimously
carried, it wes
( ResoLvep, that the Generel Manager be and is hereby __
euthorized to execute such egreement as
prepered by Mr. Reftery. $
\

- a“

13. The General Manager reported that Miss May
Pickford had verbally recuestedi that she be given*a letter.
to the effect that it is the intention of this cornoration’>
to cefend her at the expense of the corvoretion in the ection
brought by the U. S. Govermme~t_egainst verious companies and
individuals in the motion yictiure industry. A similer request
had been made oreviousby by Dr. Giannini and such written es-
surence had been #iven him; it wes anticiveted thet similar
recuests would be mede by others named es defendants end in
connection with the compeny.

4 Upon moticn duly meade, seconded and unanimously
carried, it was oe
RESOLVED, that in regerd to the resolution passed =

by the Board et the wevious meeting, fur-
nishing to the past and present officers

end direetors of the company the services

of general counsel, the Generel Manager

be authorized and empoweréd ‘to inform the
past and present officers and directors

of the company of such resolution, and to
furnish them letters accordinzly. sah

*

i4. The General Manager celled to the attention of the
Bosrd thet the matter of Joseph M., Schenck*s life insurance
policies hed been postponed fromthe previous meeting snd since”
thet time he had been 4pproached by Arthur Stebbins, who deelis
with Mr. Schenck's insurance matters, in regard to the pourche
by Mr. Schenck of the insurance polities issued on his iife,
favor of the corporstion. Detailed, comprehensive revort hed
been prepared by Mr. Muller as to the status of these policies.
which regort was presented to the meeting.

The metter was tabled for the next meeting,.,

15. The General Manager reported that minutes of ea
Directors Meeting held on May 6th of United Artists (Australesiae)
Lta. had been received and givén to Mr. Muller. © There had been
inciuced in such Minutes reference to the Australasia cuota pic-
ture "TYPHOON TREASURE" which is about completed, for deiivery
to this company, oursuent to-contrect heretcefore euthorized.

i6. The General Meneger reported that the Government
passed a lay reguleting the first, second and third run of pictures
in key cities in New Zealand. Under these regulations, it gives
the Government the right to establish what theatres should play
first, second or third run, and in addition any sictures that do .

4 <7-

not heve « first rm cennot be sold for second or third run.
The industry filed objections, claiming thet such matters
should be referred to « committee that wes established to
regulete the industry. After e protest filed by the Americen
distributors;-e-Control Scart will probebly be set up to
work out © method of ironing out their difficulties. In the
meantime no selling for the forthcoming season should be
commenced until the negotietions with the Government heve
ectually been put into effect for the setting up of a Control
Board. In order to seéure the sumport of the exhibitors, it
wes suggested that no new contrect be made for servicing
after Januery 1, 1939.

At the present time the Corporetion hes 2 frenchise
with one of the important circuits in the territory which
expires in Novembem — Therefore, there is ample time for the
Corporetion to do its next season's selling, which is done on
a celendsr year basis.

17. The Generel Manager reported thet in Englend
there is en essocistion KINEMATOGHAPH HENTERS SOCLETY, in which
ell American comoeanies ere members with the exception of
20th Century-Fox who hed withdrewn from the Soclety because
of verience with the Society's policy in regerd to "booking
combines", more deteiled explenetion of which the General Mana-
ger gave to the Board. WNegotisetions «re pending for the re-
turn of 20th Century-Fox to the Society and one of the condi-
tions upon which they were willing to rejoin, was « modifice-

tion of the K.kK.S. policy on combines". There had
been a mestine of the Hays organizet in New York when 4
number of the rtent es hed ed to the conditions
recuested - Century-Foz. Ae modificetion recuested
wes so detrimental to the interests of each Of our producers,

the Corporetion had teken the strongest possible ettitudé in
opposine it even to the extent of advising the English repre-
sentetive of the Hays organization that the Inclish subsidiery
of United Artists would rether withdrew from the Z.R.S. then
be a perty to it. The General Manager explained the conversa-
tion he since hed with Mr. Hutchinson, the Foreign Manager of
20th Century-Fox, and thet the latter was now willing to con-
sider sny proposal that would not weaken the structure of the
"booking combine” policy se 2 condition precedent to their
returning to the K.k.S. The matter would, in ell probability,
come up before the E.R.S. sometime in September when every.
resistence would be offered by ¥r. Archibeld on instructions
of the General Meneger.

The action of the Generel Manager tn taking the
attitude es above outlined was noted by the Boerd, there being
no objection thereto.

eee ee ~—_

a
San:

S. ease

(25-

16. The Generel Manecer revorted the folléwim re-
garding NORWAY: BAUDER is contesting the right of Western
Electrie in Secendinavien countries to use certain noiseless
patents, contending. that it is an infrinzement of his patents.
Ee net now Dfought on action-czainst Western Zlectric in Nor-
way and the Cor oration has been edvised by Western Electric
thet they do not intend to give us eny orotection there, so
the Cor-cration will be compelled to pay trinle royalties. In
the new efreement now being necotisted with Western Blectric
every effort shoulc be made that they guarentee their petents
in every territory cr alternstively in eny territory «here
they infringe, e refund de allowed the Corporation te the ex-
tent it hee to pay in order to be enabled to distribute its
pictures there.

19. The Generel & er reported the following re-
gerding FRANCE: The French Government, notwithstanding re-
Deated o s from the Americen industry, end subsecuently

lint ech tee ateee apiece he throu eg chennels, has
number of du € Ss to >

montas period, avelliable to 3 Stctarss cepectixe oF where
produced; the orcer of registration is first come, first
served, - no registration can be mede until the picture hes been
ectueily dubbed. This is & very #¢Tricw blow to 611 Americen
compenies including this Comoretion; it hes ectueily held

» ber of United Artists eases as the Corporation canno

et Gubbing permits until. next_January for some of its

last season*s product. The effect of this legislation will be

& curteiiment of United Artists relesses in Frence this coming
season,-and therefore of its income. The Corporation's ex-
pensesgfortunctely, cannot be substantially cut, because of

the rigid lebor lews and cther Govermmentel reguletions regard-
ing employees, etce., recently passed. It therefore decomes

very neeessery for the Corzoretiorn tc cecuire French pictures.

-

Regercing the offer made dy Pressbdurger, which
would meen disposing of the Corvorations business to hin, the
matter hed been considered ama it wes felt that every effort
should be mede to ecntinue the operetions of the Corvoration’s
own business im France, notwithstendine the difficulties sbove
mentioned, even to the extent of negotietine with procucers,-

es for example, Pressburger, on the basis that we wouid be
rrepered to give up e substantial share of cur profits in

France to such producers of French pictures upon « formule to

be discussed,-and when tentatively egreed upon, to se submitted
to this Board for its considerction; in thet manner the Corpora-
tion would still continue to operate and owm its business, but,

—in practical effect, it would give a producer of French pictures,

like Pressburger, or enyone else, = sudstanticl sntexess eer

profits of the United ArtAsts Corsoration’s business,

- Scan —“y se
. for the period end to the extent thet they were contributing
roaduct to the Coroqretion €= distinguished from giving it
So them in verpetulty, £ letter from Kr. Archibeic cated

August 17, i953, on this sudject wes reed to the Board.

20. The Generel Keneger report=6 the followine re-
garding ARGENTINE: The Argentine Goverment has imposed €
sureherze tax whieh isc resily en exchange tax amounting to
20% om merchanidise including film, imported into the Arzgen-
tine. The Argentine Goverment through its Exchange Boeré,
hes brought suit egainst METRO end PAR/MOUN? anc in the
“Tuttiei action obtained a decision against these two ccmpenies
who are eppealing This tex is & cleim egeinst <11 >roducers*®
shere cf filmrentéls retroactive to 1935. The cese of the
Goverment, briefiy, is that the walue of the srint is sot-the —
basic cost of the manufecture of same but the value is its q
eerning power in the territory, wheress the above film cas-
venles cortend t the import cost is thet of the physicel
making of the print end not the ecrning power of scme. The

orccration's Argentine company has been served with notice

to pey the beck surcharge tex; efter consultetion with Mr.
Reftery end the Corporetion's local Argentine lawyer it hes
een cecided thet the Corporation showksé defend its own esse,
seperate end apert from-thet of Persmotint- end Metro, es the
Argentine luwyer is of tre opinion thet the Cornoretion hes

é chence of winning its suit on the besis that the surcherce

t&x es it applies to motion victure firm is unconstitutionel. -—

It wee surcested thet the vroducers be noti-
fiec forthwith of the situetion in the Argentine.

21. AUSTRIA: Austrie. heaving been inc.uced es
pert of Germany, Is effected by the reguisticns concerning
the importetion of pictures, export of money, es well te
&s reciel restriction, with the result thet the Ccrvoration®s
ousiness can be consicered to sll-intents end purposes,
frozen. Any »rocucer desiring-tc distribute his pictures in
Austrié (now pert of Grestem-Germaeny) must bear in mind thet
ell he cen expect_is Bioccked Germen Marks.

22. JAPAN: The embergo on the importetion of .
pictures inte Jepn hes row been lifted by the Jepenscse Gov-
ermment who propose issuins forthwith import perrits. Mr.

Kelly edvised thet ell protucers were duly notified of the
ceetion of the Japanese Government. Mr. Selly further ad-
vised thet in regard to the export of money from Jepen, the
Japenese Goverrment had tgreed to sliceete.e certain sum for

this purpose to the motion picture industry, and thet the _—

“er

‘ we ‘ a Pema 5 ihe nari ee te Se FS ee eae
= rt. . Bs ret nai eS <a POE ort. mal A — es = ese a ee, —
a | ten i ne ae a et ae tS Rey OE oe eras a ee OB get ee

Cor-ore tiorts share tnerect woulic de epproximetsiy 300,900 Yen
($74,000 et the present rete of exchange) in regerd to sictures
to te played off curing t#e s<erics of one yeer commencing from

2 dete yet tcbe cetcrmined. Certificates for the money sc
eliocstec to us will te issued but will not be oeyeble until
three yesre from dete. Thts ts of course # most unsatisfactory
errengenent Sut in View of the finepciel eondition of Japan,
perticulerly es « resuit of the wer with Chine, there is nothing
thet cen be done cther than cf ecurse, by stayihe out of Javen
which it is not ecviseble to do for ox so doing it would meen
the Cor -oraticn would get nothing, wherees uncer the nresent
srrengement there is some hbpe. Mr. Ke ly advises ell producers
have been duly notified:end heave egreed in eriting t~ the fore-
going; élso thet on September 6th he notified them of the my ec
reguictions in referenge tc importation of pictures.

3s08e6 = “tax ot SOF Gisrofits earned in Te nm but in certain =
instenees she tex is <i pegorpes 4 7& of the srofit, the United -—
Artists Corvcretion be within the letter category.

ah

Mr. Muller sévised thet there. is tied up in ; Je pel
of Yen 639,000, which, at Png offidel rate of exchange
“‘proximetely 28¢, emounts to $173,000. Most of nis £
to producers but United aah * chere of it ——

metely Yen 100,0W or $26,000 wa :

23. GREECE: The Generel Manece
tion effecting the-importeticn end di
films in Greece hes been recently pas
to the effect thet <1l films imported cur
be actually exhibited during the same period obje : oa
orevent eccumulstion of pictures im the hends of Greek film dis-
trivutors 4nd obvicusly being to limit imports to the setual needs
of first run theatres in £thens. ;

+
a

24.
- inforretion eveil pl e,
of teking serious catkins ceiuee this cormoretion in Spein, which
of course would be dependent, es the will note, whether
Generel Frenco wins the wer. The correspondence in questfon is
mede eveileble to the Board.

ee ee

SPAIN: _The Trenco — hec peerage Progr

—— —--

Thé General Meneger edvised he is in touch

We ae ae a #¢ rc wt ~ SEO DO ee Ee NS ae NO ee

: -il-

with London in regard to the metter end had suggested that*
General Frenco’s Government be informed that it was impossible
to withdraw the picture from vorldwide cirenlsticn but thet
United Artists Corporetion wes prepared to consider any retsonh-
pein ree Le thereof, so es to please them. No doudt.
the metter is « very sericons one rnf the rd c& e
thet it will be deceit oh &8 uipiome tentty as SobsiSis ich
& View of coming to an amicable errengement.

i. 25. DISTRIBUTION OF PICTURES IN SPAIN: The Generel
Manager reported thet the Cor voration hed not orted any pic-
tured into this territory for 4 considerable period beceuse of
fhe Civil Wer; it has been opereting st-—s loss, but thet ioss
a mer gt ina —— which are not et present exporteble.

e pictures a -
ssued over an er naain ack the Partatton ee re tt the
be ie of completely shutting down an Sheree pene. 32 losing.
5

he money it has tied up there which is tantiel
of else meinteining the organization as at present, but ona °

smail basis and import e fewsyictures so és to keep things going.

Several of the Corporetion"s sroducers heve egreed
to cooperete to the extent of permitting us to import one picture
eech and dub same in Spanish, with the pesetes thet ere tied up -
in cpals exe owned by these respective poducers. This wiil
eneble the Corsoration to continue at least for the time being
unless as above mentioned, General Franco seizes its business
in thet part of Spain now controlled by him because of the
BLOCKADE episode. Mr. Muller advised that there is tied up in
Spein approximately Spanish pesetas 3,000,000, which, et &
rete of exchange of .064 amounts to $192,000. Most of this
money belongs to producers but the Corvore*ion’s shere of it
emounts ta epproximeteliy S. P. 900,000 which, at the rete of
.064, is equal to $57,600. The Corporation hes heretofore
written down its equity in Spain to $1.00. mS

26. # HOLLAND AND GRPNERAL POLICY TO BE ADOPTED IN RE
CODLECTIVB ACTION: e General Mensger reported that ere
Is en organizaticn in Holland known as the BUND which prohibits
_the entering into Hollend of any new film distribution compeny,
elso prévents the erection of any new theatre; it has been felt
thet this unsetisfectory state of affeirs hes continued too
long and has hampered the progress of the industry in thet g's 9
country; therefore, it hes been suggested by the Americen com-
penies opereting inHobllend thet 611 companies shell stend to-
gether for the purpose of eliminseting these unsetisfactory
orovisions and in order to eccomolish this, ell egree to stay
“out of Holland, if necessary. In view of the ob igation of
this Corporation to distribute in every territory where it oper-
ates its own exchange, or, alternetively, to procure distribu-

ticn where it does not operate its own exchenge, es in Holland,

e

the Cor oration cannot be & paty to any agreement to stey

out of a territory, unless, of course, the producers, give

their consent. It is in the best interests of this corpore-

tion end the producers, thet the Corporation be in a position,

not only in regerd to Holland, but in respect to any other
sitweticn,in any forel territory, where the producers’ inter-
ests ere jeopardy, to join with other Amcrican companies upon |
a@ uncnimous agreement basis for the purpose of combatting such
movements, the effects of which tend to destroy the value of

the producers*® property. *

Upon motion duly made, seconded and ugsnimously carried,
it was

RESOLVED, that subject to the consent cf the producer;

the Generel Manager be suthorized to enter

into any errangement with the other mejor
American companies, provided such arrangement

is unanimous, to take such eollective action

es he mey deem advisable in any foreign languege
territory, for the purpose of combatting any
movement or legisletion the.effect of which is
to reduce the velue of the income of the pra-
queers of the cogporation in such territory.

It was further ; ae ‘

RESOLVED, thet the General Manager communicate with eech
of the producers in order to"set their indivi-
dual acceptances in e form to be approved by
the Generei Counsel of the corporetion.

27. The Generel Menager reported he had negotiated with
Erith Pommer in connection with ae picture produced by him, star-
ring Cherles Leughton, called "VESSEL OF WRATH” in the United
Stateg. After consulting with a number of the Directors it
wes décided,for reesons exnlained to the Boerd, not to take on
this picture of. Mr. Pommer*s for distribution.

TmhO Beare noted the above, there being no objection
thereto. &

Py i ah i

28. The General Manager reported that a communicetion
hed been received from Loyd Wright to the effect that Mae West's
manager wes interested in making a deal with this corgoration
for the distribution of pictures, by us, starrinme Mee West and
others. Aft consulting e number of Directors it was deemed
edviseble not to oroceed with the negotations.

The Board noted the above, there being no objection

it ap a bas ae etch - 5 gre
2 See Ceol ae TRE STE ee eS CR iT IA Sree Me Soe EN eee ew

“a

-13- ¢ f

oO

a

29. The Generel Manager reported he had negotiations
with Erich Ponmer 4n connection with future pictures sterring
Charlies Leughton to be produced by himand that Mr, Pommer ad-
vised it would he necessery for him to confer with his financial
packers before making any decision. The negotiations that had
been discussed end enproved in principal by ‘certain of the di-

-rectors were that Pommer is toproduce two pictures ennuslly,

starring Laughton, the Corporation is to distribute seme workd= 5)
wide with the excention that half of the Leughton pictures were ———
to be digtributed in Englend by the Maxwell orgenizaticn, assum-
ing of course the latter financially backed Pommer..Pommer
mentioned he had under consideration offers from other distri du-
tors but would let us know at the earliest pdéssible moment

whether he could arrange his finances so es to enable him to

meke a deal with the Corporation along the lines-above mentioned?
In connection therewith Mr. Korda had advised that he had dis-
cussed a prooose] with Mr, Pommer and Mr. Mexwell, te latter

peing willing to give the CorSoretion worldwide distribution on
future Pommer-Laughtonpictures , but would not give the Corpore-
tion any of the same for England; that Mr.Maxwell and Mr. Pom-

mer were willing to make e deak-with the Corsoration on that

‘pasis for the Leughton pictures.

Upon motion duly mede, seconded and unsnimously *
carried, it was remeron

RESOLVED, thet the Generel Manager continue
negotiations on the basis of either
4 or 6 pictures with fhe understand-
" ing, however, thet et leest one-half
of the pictures be svaileble to the
corvoration for distribution in Eng-
land, and in the event of Pommer egree-
ing thereto, the General Menerer is
eutherized to close a deal on that
basis. >
30. The Generel Manager reported thet « communicetion
hed been received from Sol Lesser thet he was interested in
meking a distribution deel with the Corsoration for a victure
to be produced by him with Irene Dere4, several of the directors
of the cor -oration, Mr. E. Silversie (for Mr. Korda) and the
executives of the company saw & fe in which Irene Dare is
one of the pleyers. The Opinion was thet based on what we had
all seen as to Irene Dare*s performence, there wes nothing in-
dieative therefrom that would enable us to decide 4s to the
possibilities of ea picture with Irene Dare. Mr. Lesser*’s rep-
resentative was so advised and also told that Mr. Lesser should
give the Corsoretion more details of the provosed cast in con-
nection with the picture he contemplated meking - and such de-
tails would be submitted to the directors for their considers-
tion. re.

Sl. The Generel Meneger resorted that the Selznick or-
gefizetion had been recently in communication with him with a
view of obteining extensith ofthe agreement under which they
woulé have the right to deliver any picture made by them after
the completion of the photoplay "MADE FOR EsACH OTHER", which
they are now obligated to deliver to us up to December Sl, 1259,
reserving unto themselves the right to distribute "GONE WITH
THE WIND" elsewhere. It was vointed out that the Generel Man-
ever did not think such an arrehgement would be acceptable Sot
thi@Corvorgtion, as it was one-sided and uncertein, es well 4s
reminding if Selznick orgenization that they had hed sufficient
time and opportunity tg make uv their minds end haa mede innumer-
eble pronosels to the Corporation even to the extent of Mr.
Selznick sending a cable tothe Genersl Manager that he hoped to .
have his program completed by the time the contract was ready *
for signeture$ indicating therefrom e moral obligation ande '
willingness to continue; the Selznick 6rganization were likewise
reminded that in connection with the recent negotiations in
Celifornie he had then told them thet efter heving gonsulted
a majority of the owners of the corporation, the Co oration
coulg not give them any extension similer to the one-sided one
suggested by them, end the only basis the Corporation could ceal
with them on was a firm, definite har nde purges apt ent a
“specific number of picturéato be agreed upon, or,alternetively,
for.a specific period, likewise to be agreed upon, during which
they would underteke to deliver « minimum number of pictures.

The General Manager further advised the Selznick-organization that
any negotiation other than along the lines fbhove indiceted, would
not, in his opinion, be ecceptable to this compeny. When asked
by the Selznick organization whether the decision was final not,
to give an extension until December 31, 1959 (which es they
eapreed in reelity waS an-option,)the General Manager replted that
it was of course uo to the Board, but besring in mind the previ-"
ously expressed,yiewpoints of a number of the directors and

owners of this corseration which had not chenged; he felt that
there would be no useful pursose in submitting it to them, but.
thet he would do so if they expressly wished. It was left with
the Selznick orgenizetion to communicate with the Generel Manager _
if end when they desired to resume negotiations and: there hes
since been received e telegrem from Mr. David 0. Selznick which
was read to the Board, together with the Generel Maneger's reply
thereto.

The General Manager resorted that Selznick Inter-
neationel hed since inghired whether the Corporation would be,
interested in a deal for ea further;16 months, during which period
Seiznick would deliver from two to six pictures, to which he re-
plied he would of course submit such a proposal if and when msde:
as a Gefinite offer, nevertheless, he did not think the Board
would be interested insame, in view of the small number of pic- -
tures es a minimum and the shortness of the suggested period.

SS ee ea oY 5 Re Ee pee or Sey eee, POS eee ees LP peace Py I SORT BB te, SPR ay Seen ee Se ee a

®

The action of the Generel Manacer wes epproved by
all present.

6

$2. The General Menacer, reported he had ‘been ed-
wised by Mr. Schaefer that in view of attendance having
consiaerebly fellen off, it has been deciaeda by the indus-
try to make a concerted effort to attract the vubiic beck
to the wotion »:icture theetres. Mr. Secheafer told him that
he had been offered and had accepted, the invitetion to
act as Cheirman of the Drive; thet all companies in the
industry were cooperating fuily; thdét it was contemplete
spening approximately $1,000,000, - one-helf to be contri+
buted by the producers and distributors; one-quarter there-
of by the circuits and the remaining one-quarter by inde=s

pendent exhibitors; that in aédition thereto employees pees

certain distributors; including this company, were reserving
services, and the distributors* axchanges, including this
corporation, as allocated among them, were being utilized

in eonnection with the Drive; that the amount had been de-
cided by the Committee of the BETTER BUSINESS DRIVE es being
the contribution of this corporstion and its producers as
$35,000.; Mr. Schsefer felt thet as one picture each of
Messrs. GOLDWYN, KORDA,-SFLZNICK, WANGER and ROACH were

part of the Drive, an eduiteble distribution of the $35,000.
would be et the rate of $7000. per picture. Eech of the
above-meangio producers had been asvprosched, and after
difficulty with certain of them, all however have now agreed
to contribute on the basis of 75% of $7000. viz., $5259.,
with the understanding thet the corporetion was to pey the
remaining 25%, viz., $1750. per picture, or a total expendi-
ture tothe Corsoration of $8750. on the five pictures. Be-
cause of the urgency of the matter the Generei Menager con-
sulted certain of the Directors, and while it wes the opin-

‘ ton of all thet Mr. Scheefer should have first consulted

the General “ansger and the Board of Directors in regard

thereto, in view of the importent points arising ‘therefrom, —-—

it wes felt that as the plens for the Drive were so far ad-"~
vanced and widely publicized, also in view of Mr. Schaefer's
positfon in the metter,°it wes adviseble in these circum-
stences to authorize Mr. Schaefer to notify the BETTER
BUSINESS DRIVE COMMITTEE that this Corsoration and the pro-
as.00 above mentioned would contribute the tetai sum of
£5,000. The General Manager thereuyon geve such euthoriza=
tion to Mr. Schaefer. é

~~

. S chaefer was directed to execute a separat®™
letter, agreeing to participate in the BETTER BUSINESS DRIVE
as eforesaid. -

samy a ta
*

ee eS et <a aot Ae Bisel tas Paey SEES gt eR eS
RTM: =e aS Re cee A Sek A eee eee ee aps

Uoon motion duly made,-seconéed\and unanimously
carried, it was :

RESULVED, that the action of the General Manager, ~~
sin giving such approvel to Mr, Schaefer,
bes and 1s hereby ratified and Likewise
eppreves the rendering of services”and
the using of facilities of the corsora-
teen on dDehelf of the BETTER SUSINESS

“°

53. The General Manager reported thet the esti- F
mated monthly figures on # world consolidated basis, as | —
at the end of July, and as vreparedcby Vr. Muller had
been sent to each Director; a rough calculation ofthe
worlawice résuits of the corvoration as at August 27th, |
a been prepared by Mr. Muller and submitted to the

ard.

In connection with the operations of the cor-
_ poretion, the General Manager mentioned thet heavy
losses were recently incurred, are now being incurred

-80d indications point would be incurred in the Domestic
operations for the remainder of this year, for the ree- es

son that pictures had been promised for delivery on
certain dates and unfortunately had not been delivered
on those dates, details of which he gave to the Board.
It had been pointed out to him by Mr. Schaefer thet
between the period of June 17th when SLOCKADE wes re-
leased and September 30th when DRUMS will be released,
viz., approximately three and one-half (34) months, the
Corsoration will have hed only one picture released,
thet is, "ALGIERS".

&

+
\
+
}

For the remeinder of the ealender yea w pooears
the only additional relesges will 86 Fothic "A AeiReT phe

GOES MY HEART e..d COWBOY ¢ND THE LADY. In collaberation

with Mr. Muller the Generfil Menager had preparsd e memorandum
which gave a rough calculation of the Domestic operations

for therentire calendar year 19536, @lso for the caiendar

yeers 1934, 1955, 1936 and 1957, a resume of which wes given —
to the Board, and in connection *t#eremith there was outlined

to the Board in detail the reasons§ for such lossess domesticelly
during thet period, andthe steps that were necessary to take

to endeavor hereafter to minimize and/or evoic such losses,

such steps, emong Others, being tne remoulding end reduction

of the domestic organization to efficiently handle & number

of quality pictures, approximetely eouel to the average number
of quality pictures actually distributed per snnum over the

pest five years, and to the selling in advance only of pictures
thet were reasonably certain of being delivered by croducers

for release during that season.

The General eer further stated that during
the entire calendar yeer 1956 the ‘ndication point thet there
would be released domestically a total of 16 pictures, composed
of 9 American and 7 British. Based on results to date, ali of
these British pictures (with the exception of DRUMS) have a
totel gross not Paha hege that the average gross ver picture of
the American product; so that in effect, the total number of
releases equals 11 pictures.

et 34. For reasons already outlined to the Board, in
addition to the necessity of obtaining edditionel worthwhile
product, it wes essentiesi there be en immediate reduction of 3
expenges. In regard to the latter, the Genersl Manager reported: ©

(a) He had arranged with Mr. Schaefer whereby the ser-
vices of Mr.-Andy Smith, Domestic Generel Seles Mensger, of the
corporation, will be dispensed with as of September 17th, there-
by effecting ea saving to the Corporation of $52,900.per annum.;

(o) Mr.#@Loyd Wrightts resignation, effective September 1p
would result in a saving to the corporation of at least $12,000.

annually; :

(c) The selery of Mr. H. D. Buckley had been so reduced,
effective September 17th, that in « full year the savings to
the ggrporation would be $13,000. Mr. .Buckley took the reduc-
tion7# very fine spirit end pledged his whole-hearted support
to the corvoration; ~

7

(4d) Mr. Lynn Farnol eliminated several of his people
anc had in mind the eliminetion of others, but, unfortunately,
in this connection, the expenses of the Publicity Department
by the accuisition of Mr. Farnol himself and Mr. Washer, have

; increased to an extent greeter than the savings made. The fur-
ther immediate economies contemplated in the Publicity Depart-
ment would, it is hoped, bring the exnenses down,closér to the
seme figure in effect prior to the ebove appointments.

*

Further economies were in immediste contemplation,
the nature of which was explained to the Board; the Generel ae
Veneger felt, that in view of the dire necessity for rigid econ-
omy, for ressons heretofore explained, it was imperative that
each of the directors and officers of the corporsiion cooperete
with hin to the fullest extent upon every occasion.

aa

} The Board noted the above, there being no objection
- therets :

35. The Generel *cnecer reported the following communice-
tion received from Lorcon Films in regard to edvertising and ex-
ploitetion apprqriation on DRUMS wes read to the Board:
zn "Under our stockholdersroducer contract the first $40,900.
oe eee for edvertising and exploitation is split
, -«- 75/25 between London Films and United Artists respectively.
(Sy By mutual agreement between London Fiims and United Artists
~- w&have deciced to appropricte over $70,900 for advertising

end exploitation on DRUMS.
In the past United Artists agreed te pay 25% of the amounts
expended between $40,900 and 77,080 providing the picture
~ guéstion grossed $700, 900 n the United States and -
aneca. ¢
. In the case of THINGS Tc COME, in view of the fact Unit
Artists did not distribute this pieture in Canada, United
Artists agreed to pay 25% of the enocunts expended between
240,000 and $65,000 providing the picture grossed $650,900
in the United States.
In view of the United Artists participation in the past on
eppropriations exceeding #40,000 - as described above - we
assume that the ebove conditions wiil also apply to DRUMS.
I shail therefore eprreciate your confirming the shove ar-
rangements.” comer

In connection with the above_recuest the Generel Menager pointed
cut that undoubtedly similar requests would be made and it would
be adviseble to deal with seme in a general way. The General
Manager*s action in approving the above wes duly spproved.

|
|
ne

a, -18-

36. Re "DRUMS", Canada: A memorandum from Mr. Scheefer
outlining the Corcoretion’s vosition es to this particulsr photo-
pley in Canade, together with a letter from Mr. Master relative
to a disoute with Mr. Nethanson of this company in regard to the
dietribution of DRUMS in Ceneda was eiven to Mr. Raftery. Mr.
Raft-rywas to consider the matter with Mr. Korde as soon «4s he @
rives on Moncey.

37. The General Manager reported that a request had been re-
ceived from London Films, through our London office, that the pic-
ture “REBEL SON"-ccome within the category of "locel pictures” and
be distributed at 172% in the United Kingdom; in connection there-
to, the Generel Maneger cuthge ts that although he was vested with

the right to cive distributipn in the British Isles to such pic-
ture uoon terms more favprab&e to London Filmse—than those accorded
to any stockholaer-producer, he was not in 4 legal position to deal
With the matter for the reason that by virtue of the "favored na-
tion" clause, Seiznick International could claim as fevoreble terms
as might be given to! "REBEL SON" in the British Isles; he had writ-
ten to Selznick, International Pictures in order to secure their
consent to our giving London Films on this picture (es weil as
CHALLENGE end CONQUEST OF THE AIR) distribution in the British
Isles et 17%. It was pointed out that these three pictures, to-
gether with THE FIRST AND THE LAST, eonstitute the four productions
thet London Films: and Korde could deliver to us for worldwide dis-
tribution but which they were willing to have treated as “local
pictures" in consideration of the distribution being 172% in the
British Isles.

Regerding THE FIRST AND THE LAST colon of the four pic-
tures hereinsbove mentioned, it hed been 4 ed et a previous

Bosrd Meeting that London Films angé Mr. Korda could have some

other producer finish the picture and distribute the same else-

where... There had now been received < letter of consent from Selz- ‘
nick International whidhi was read to the Bocrd, it being the opim- -
fon of Mr. Raftery that such letter was sufficient. ‘

fhe General Manawer felt thet on this perticulsr trans-
action he would Tike to have the avprovel of the Board.

5

Upon motion duly mede, seconded and unanimously carried,

it was - €

RESOLVED, that the General Manager be euthorized to
consummate the transaction alone the fore-
going lines. .

——- = - — s a
38.. The General Maneger reported that he hed-been advised

by Mr. arthur W. Kelly that United artists Cor voretion had egreed
to give back to the Amusement Ggcurities Corp. the foreign rights
to WHITE ZOMBIE end heve exeoutty releese which is on file with
the Treasurer. This now completes the return of the rights to the
picture for the entire world to Amusement Securities Cor;

: : sn BO R88 CES aR aah / Ciel ae aS ie

of Pe SAR MF a: Se Ue Oe SO ee,

-19-

zn
39. The General Menacer reported thet after negotiation

with Dr. Balmus, agreement has been reached with him whereby

Technicohor "B" prints recuired by cerfsin of the Continental and

Latin-American countries will be supslied by Technicolor at a

orice lower than heretcfore, resulting in a worthwhile saving

to the producers and this corsoration. In Italy, Dr. Kalmus

hes egreed to accept 50% of the cost price in Dollars and the

*

remeining 50% in blocked lira.

40. The Generel Maneger réported thet the Corvoration's
recent contract with I.V.T.A. provides for pgyment in Dollars,
but in order to actomplish.this, I.V.T.A. will give the Corrore-
tion 90° Days Sight Drafts in Pounds, which the Cornoretion is to
sell. et the current market price. I.V.T.A. then peys the Cor-
poration the deficiency or the Corvoration oays over to them the

excess. The Corsoration sold the last draft to the National —

City Bank. The Bank states that the Corporation's blefiket reso-—
lution which is on file with them does not euthorize its officers
to sell and encorse drafts. The Bank desires a resolution author-
izing the Corsoration's officers to sell drafts on behslf of the
Corsoration. As similar authority mey be Fécuested by other

banks in similar transactions, it is suggested the euthorization
covers any bank. © ‘i

Upon’ motion duly mede, seconded and unanimously carried,
it was \
RESOLVED, thet the President or 4 Vice President together
with the Trasurer or Assistant Treasurer or the

Ssecretery or Assistant Secretary are hereby au-
theorized ta discount or negotiate foreign drafts
or bills of exchange with any benk or ‘<nks with-
in tne City of New York.

41, The Genersl #enacer stated that it was advisable for
him to represent the corporation in connéction with Hays*organ-
ization matters; it was preferable that be be a Director on the
Hays organization Board. : :

Upon motion duly mede, seconded and unanimously
edopted, it-was

RESOLVED, thet M. Silverstone be designated as
j the Corporation's director of the
, Heys organization, with the understend-
a ing that if he is untble to attend eny >
meeting that H.D. Buckley act as his
alternate to attend such meeting.
It was further
. RESOLVED, that Mr. Raftery write to the Hays
orgenizetion of this, requesting them
at the next meeting of the Board to
elect Mr. Silverstone a director.

RR he eee ee Ma AOR es RTE EA Say, WAST totes) eNO er

~_—Ss

-20-

42. The Generel Manager reported that arising out
of the Minutes of the previous meeting, he had written to
ecch of the owners asking them to appoint an alternate to
the Boerd of Directors of United Artists Cory. Ltd., in or-
der to enable that company to function in view of the fact
that it had been pr@oosed by this Board thet a quorum of the
English Compeny shou be 5 instesd of 2. It wes pointed
out thet until such#lternstes were appointed it was inad-
visable to chenge e by-lews as it would not enable the
English Company to Tunction. Up to the moement, no written
reply had been received from any of the stockholders. Miss
Pickford had alreacy desizneted Mr. Guadella #s her alter-
nete and Mr. Quennell has be@énm so notified. Each of the

cirectors pres was urged toc ricate with the stock-
holders tnby represented and to ask Pee to advice the names

of the alternates so as to give effect to the chenges in the
corporate structure and the Boaré of Directors of the English
Company,.as requested by this Board. Letter from Mr. Quennell,
ceted August 19, 1938 to Mp. Raftery on this subject was reed
to the Board.

45. The General Manager reported thet the agreement
with Mr. Lynn Farnol, previ.usly epproved by the Board, had
now been signed. eee :

e «

44, Mr. Muller hed advised the General Manazer that
he had written to the Bank of America, rsuenttp Resolution
of the Board, notifying them of the letters written bv the

“| Wanger and S@lznick compenies to this Cordfwetion in regerd
a <

to "locsel pictures".

45. The General Manager reported that from time to
time Balance Sheets+re being received from subsidiaty and
associated companies of this corvoration end thet it wes not
intended to circulate copies of the Balance Sheets but they
would be pleced on file with the Treasurer and were availeble
for perusel by any Director who wished todo so.

«

46. The General Manager reported that-in accordance
with the approval heretofore given b- this Board ne had signed
the Supplemental Agreement (as prepared bevr. Reftery) between
the Cornoration and’ the £lton Corporation, dated as of July 22,
1936, being similar to the @reement ziven to Messrs. Samuel
Goldwyn and Charles Chaplin.

fe ee '
-aJ ae

47. The General Manacer reported that the United
Artists Corsoration*s business in Mexico is operated through
the medium of & Mexican Company, entirely owned by this Cor-,
poretion. Tremendous difficulty is being experiencef by all <a
FOLOMS GHG ERO aera ee Bente Cone ee ee a On with ————
Unions anu the demanis being mede by them are reach an in-
tolerable stage, so much so thet it misht be necessary to
seriously consiaer completely withdrawing from this market.
In oraer to be preparer for such € contingency, and go that
if it does arise the Mexicén Governmmont wili—not pttempt to
confiscate United Artists prints by mationalizing thd Mexiecen
company, the Corooretion has been considering ways and means of
dealing with the situation. As a4 temporery messure, therefore,
we propose keeping in\Mexico, only such, prints as ere necessary
to properly distribute the pictures in release andeto withorew '
ell Wher prints from the territory. In the evout he Mexicen
Government nationalizing the Corvoration's Mexicen company,
Shey could guly selze those prints in Mexico and the Corporation
would heve its recress through the courts there or thro h the
Giplomstic channels of our Gpvermment; by proceeding in the
ebove menner the property that could be seized would be very
smell. In addition thereto, the Corporetion proposes keeping
the srallest possible cash belances in Mexico, withdrawing every
single penny at every opportunity. -

The suggestion was unanimously approved by the Soard.

48. The General Manager reported thet he had received
taough the Corporeation*s London office, 6 request from London
Film Procuctions (which he reed to the Board) to be permitted
to sell certein of their pictures in that portion of SPAIN

=

now céntrolled by Generel Franco.
: al

de |
The matter wae “Geterred .

49. The Generel Menager advised the Board of a letter
Gated September 3rd received from Mr._Rosenbere of the Bank of ae
Americs, requesting copy of the latest Belance Sheet and Audit
of this Corsocretion.

.

The Treasurer wes directec to comply with the Bank’s
request,

50. The General Manager reported that there is s restric-
tion upon the export of currency from Italy. Lest your the °

— - -

f

qs sr inte

pa co eS
SP: boys
aos oe ene AM oN ep ey _
ae MS A, ae a, =

Spe na phe Be
es Sr Foe osha RSS

> , es ~~ ta
o ¥ . Ete bs »
eaeeer ye 1
+ : 4) ‘

t rene o .
§ Ps
e ° s a4 oO

en 8

a BBe

Government permitted the 4mcricen film comosnies to take out

e vere. of 16,440,000 Lire ana in adcition thereto ailocated

Li 000 Lire to producers of tteifen pictures who_could, if
they. Sc wished, give their allocations to whomeverythey de-
sired. This year, however, thé tentative reguls ‘i dyp-end whet
will undoubtedly be the final regulstions = ere th 10,900,000
Lire will be permitted té be exoorted in foreign currency for
American-films end 10,000,000 Lire will be civen to the vro-

.- ducers end exoorters of Italian films: This of course is a

very serious blow to the American industry es in effett it cuts
in half the money that-@én be officiely exported. One of the
other comtemplsted reguistions is that no company will be per-

i mitted to sell their pidures to Italy on-a percentage errengey~”

went, but will heve to teke a fixed price end in eonnection
with's.fixed price‘the ermment will. only permit an importer

to buy non-Itelien pictures to the extent of his ellotment
in Lire, the Government's point in thet cirection being thet
they do not wish money to be blocked in Italy from the exhibi-

tion of non-Itelian films.-.If the lew goes threugh it will re-
sult in @ curteiliment of the portetion of American product |

into Italy. . SSee see

A full resume of what has recently transpired is con-
teined in a letter from Mr. Archibdeld dated August Fe hee to-
eether with enclosures referrea tc therein. roort & been
sent to. eachproducer. uN

* | j seas ee

Sl. The General Manéce® wrorted that Mr. dédeon:
Schenck has been served as e defendant with the Corvoration
inje further ection brought by William S. Hert, details of
which were explained to the Board by Mr. Raftery. As this
matter erose when Mr. Schenck wes en officer of this corora-'

this cor soration, at its expense and through its counsel,
aefend him in this section brought by William S. Hert.

eee

S39 ,and from his duties thereunder, he has recuestec that” Pe

. ;
This ection is referred to as Hart Action No.3
end is e consensus of oninion thet the Corporation should
defend Mr. Schenck, as well és the Corsoretion.

Mr. Raftery reported that Mr. Hart's’ attorneys

_ fad made epplicetion in Heart Action No. 2 for leave to eppesl.

to the Supreme Court of the United States from the decision in
favor of United Artists rendered by the United States Circuit
Court of Appesls, end that O'Brien, Driscoll & Raftery were

a

filing e orief in opposition. He aiso reported thet Action No. 9

‘"l would be re-tried on September 26th and thet Mr. Driscoll and
Mr. Reftery end their essociates were now actively engeged in
the preparetion of the defense ae expected to be ready when —
the cese wes called.

reer

ee

-23~- .

”

52. The General Manager reported the following: As
known to the Boerd this Corporation is having difficulty with
Nathanson-in connection with the sale of its pictures in Canada,
he being’unwilling to give feir terms to its product. The re- S
sult hes been the creation, under the guidance of Mr. Schaefer,
of New opvosition against Nathanson. In order to foster this
opposition it is necessery for this corporation to aid such. ex-
hibitors by the means of special exploitation and advertising in
connection with 6 specific engagement of United Artists pictures
et such theatres. It is recommended by Mr. Scheaefer-in which
the General Manager strongly coneurs-thet where,it is deemed nec-
essary to aid an exhibitor as above mentioned, the meximum
amount to be spent by the Cor oration shall be ’set forth in the
contrect with the exhibitor (gubject of course to the evoroval of
the producer) and the net film rental derived from the. engegerent,
i.e., the gross film rental less the amount so spent for adver-
tising, shell be deemed to be the film rental for pursoses of di-

‘vision between the oroducer and the Corvoration.

This special Beet T ane in regard to Canadian ea-
gagements as above outlined shall nof be deemed to be vart of
the regular advertising budget which is to be shared 75% by the

roducer and 25% by the Corsoration up to an expenditure of
40,000; and certain circumstances, shared-in these ratios be-
tween producer and the Cornsoration on the emount spent between

$40,900. and $70,000.

Upon motion duly made} seconded end unenimously
carriea, it was ar

to { "

f | SESOLVED, that the recommendation of the

Ly General Manager in connection with

‘ 2 ] Such special advertising be adopted.

gi |
53. The General Manager reported thet on behalf of

World Window, Ine., the Corcoration received from United States

Cornoretion Company a Notice of Assignment to First National
Benk of the City of New.York of all revenue to accrue to World
Winaow, Inc. under our distribution contract. After consultae
tion with counsel, United Artists Corosoration accepted the no-
tige of assighment.

54. The General Manager reported that United Artists
Corvoretion had received from Trafalger Film Productions, Ltd.
& Notice of Irrevocsble Authority to pay to Aldgate Trustees, Ltd.
the producer’s shere of revenue to become due on THE LILAC
DOMINO. United Artists Corporation also received from Aldgate
Trustees a Letter of Request to pay such monies to National | 2.
Provincial Bank Ltd.-. After approval by counsel, the Corporation
signed the acknowlédgement of these papers. af

’

= ~24- .

55. Mr. Kelly advised that the Cristobal office,
a> whjeh services Nicaregus, hes tied up in the terrifory,
6,l-4F.05 cordoba which at the offidel rete of exchenge
ecuel t» about 20g each. There is no vossibility 4t thi
time of getting this money. out through orcinary channels

rit the Government would probably sanction.a compensation
egresment, if one could be made, or would senction the

purchase of Nicarsguean cattle for sale in Salvacor. The
Corooration's Cristobal office Suse they could meke such
« trensection. One was fecently cone by another fiim-~
company which permitted them to licuidate their cordobe
on the basis of two to one for the coller. -The General ~
Meneger recommended, subject to the Procucers* approval,
that the ch tN re be permitted to set this monsy out

of the terri wea in the menner above outlined.

‘The General “anager was directec to proceed

as outiined. 4
Re: Silver Lining

56. The Genersl Menaver reported that request
hed been received for the return of the rights to this
oicture in foreign territories; Mr. Kelly advisés that

'he sees no objection to these rights being conveyed back,
subjéct, of course, to the producer giving the Corporation
a complete release of any claims he mey have egeinst it.

Unenanimous eaepprovel was so civen.
hs

¢ al

57. The General Manager reported he had tees Sis.
vised bY the Treasurer that in connection with whet hes been
termed the “reorganization of the compeny" he had received
bills and also payments hed been mede by the corporation an
temporerily charged to Suspense Account. A resume of * tee,
bilis is as follows:

S MARY PICKFORD, etc. $4,091.48
MR. ~ DO JUGLAS i“. Tekitiieatiiecmsensneeenntaamiane

DAVID ROSE, etc. 11,136.72
MR.ALEXANDER KQRDA,ete., 6,082.58 :
MR. F. C. RAPTHRY 1,954.54

TOTAL $27,502.09

e ‘

Amore deteiled account of the ebove epenses as in possession
of the Treasurer, is made aveiiable to Las Members of the
BORE fi

™e Generel es 8 had been acvised that Mees: iy

4 a » ‘ * . im Ps ‘We i
Ee AS w tytn ee he ie teh he 47” Nk ie ds og iS aN he 3 ES ae a

had been discussions thereon, details of which were given to
the Board by the Treasurer. 2

Tne foregoing payments were epproved, Mr. Schwertz
not voting.

58. Mr. Raftery submitted a statement regarding
the tax affairs of British and Dominions Company. Mr. Reftery
was directed to notify Fitelson & Mayers that the company
wes going to file resident letter and that if returns were
not filed by British & Dominions with the United States
Government, payment would be withheld by the Treasurer
until further notice, é

5¢. Mr. Reftery made y Pic ote regerding the
recuest of the Securities Exchange Commission for informe-
tion regerding the Itetien Doller Bonds. . Mr. Paul O'Brien,
of counsel, was directed to answer the communications and
request.

60. Wr. Reftery presented the following bills
of the Hays organization for approval: -

Perelren v. Werner Bros. ,et cl..... $153.53
Cornwell v. Columbia’. ..<.... 988.09

The foregoing payments were approved.

es 61. The following matter was discussed uf very
ereat length in connection with propésed economies:

The General Manager and the Treasurer made
an exhaustive report of the terrific costs incurred by the.
Corporetion in soliciting contracts for photoplays which
either were not released for the sesson for which they were
sold or were never released. Exemples were given where
8,000 contracts were actually secured for photoplays that
were never produced. It was the unanimous opinion of the
Board thet the Genersl Maneger notify every producer using
the facilities of United Artists Cor»ooration for distribu- Bs
tion to restrict their announcements of product to only those
particuler photoplays which they were certain would be pro-

hee
duced and delivered for release during a current ‘serson, snd

pointing out perticularly te these procucers the enornous
costs incurred by the Corsoration, not only in sopicd ting yee
the contracts but in tabuiating, bookeeping, stetignery,

“Pract forms and other incidentals necesssry for the

hance administration of the Corvoretion's dusiness.

There being no further business before th
meeting, the same was, upon motion duly made and atediine ed,

adjourned.

Edward c. Eartsry

Secretery.

—~

Geptenber 29, 1936.

SPECIAL MEETING OF BOARD OF DERECTORS

. OF

UNITED ARTISTS CORPORATION

4 Special Meeting of the Board of Directors of UNITED
ARTISTS CORPORATION was held on ge peg 2oth, 1958, at 2:30
o*clock in the afternoon, et the offices of the corporation, 729
Seventh Avenue, Manhattan, New York City, pursuant to a weiver
o? notice of said meeting.

There were present the following directors:

Messrs. CHARLES SCHWARTZ,
“~ JAMES. MULVEY,

DENNIS F. O*BRIEN,

EDWARD ‘C. RAFTERY

cors tituting a quorum. an

There were also present:

EMANUEL SILVERSTONE, representing Alexander Korde.
HARRY J. MULLER, Treasurer

M. SILVERSTONE, General Mansger

5

Mr. O*Brien acted as Chairman of the meeting, and
Mr. Reftery acted as secretary thereof.

Mr. O*Brien presented to the meeting a waiver of
notice of said meeting signed by e majority of the directors
of the corporation which was ordered to be spread upon the
minutes of this meeting.

Mr. O*Brieh reported thet the meeting had been called
for the purpose of authorizing the execution of a subordination
agreement to all existing and all future loans to be mede by
the Bank of Americd National Trust and Savings As&@élation to
Walter Wanger Productions, Incorporated.

After discussion, it was moved, seconded and unani-
mously resolved as folloWs?

aA

WHEREAS, WALTER WANGER PRODUCTIONS, INCORPORATED
& Celifornia corporation, hsreinefter referred to as KANGER
CORPORATION, is indebdted to this corporation, UNITED ARTISTS
CORPORATION, in the sum of mi ghee ge $650,900, upon
verioms loens obteined.by said WANGER CORPORATION from this
corporation for the production of motion picture photoplays;
and

; . »

WHEREAS, said corporation proposes to borrow from
BANK OF AMERICA NATIONAL T T AND SAVINGS ASSOCISTION, a
national banking association, hereinafter referred to as the
benk, certain sums of money not to exceed in the aggreseate
the sum of $900,000.00 in addition to all losns heretofore
made or agreed to be made by said bank to said WANGER
CORPORATI which said ree loans in the agerggate
amount of $900,000.00 do not include but ere in addition
to @ loan of $580,000.00 which said WANGER CORPORATION pro-
poses to obtain from said bank on or before November 15,
1938, for the production of a certein motion picture photoplay
nemed and entitled "TRADE WINDS"; and

WHEREAS, id bdDenk requires as e condition of said
loan or loans that |ll of the indebtedness of said WANGER
CORPORATION to this jcorporation shall be subordinated and
made junior to the 4bligations of said WANGER CORPORATION
to the bank, and also requires that the security held by
this corporation for its loans to said WANGER CORPORATION
shell be subordineted and sgl omg e te thé security teken
or to. be taken by the benk for its loans to said WAN
CORPORATION;

Xi NOW, THEREFORE, BE IT RESOLVED, that this corpore-
on suhordinete to ali existing and ail future loans to be
made the bank to said WANGER CORPORATION, including ell
existing indebtedness of said WANGER CORPORATION to the bank
end said additional loans not to exceed the sum of $900,000.00
in addition to any loans which the bank hes agreed to make
but which the WANGER CORPORATION has not Pe obteined under
its former. agreements with the benk, and the security tsxen
end to be taken by the bank for said loans, the said indebt-
edness and any future indebtedness of said WANGER CORPORATION
to this corporation, together with and including the curity
therefor; and

BE IT RESOLVED, that the President or any Vice Presi-
dent, together with and including the Secretary or any Assist-
ant Secretary of this corporation be, and they hereby are
authorized, empowered, end directed to execute, in the name
of this corporation, and to deliver to said bank such ecree-
ments or instruments of subordination as shall be effective

~~“to accomplish the purposes sforesaid end as the bank shall

require as an inducement to it to meke seid additional
loans to said WANGER CORPORATION.

a

There being no further business before the meet-

ing, the same was, upon motion duly mede and seconded,

adjourned.

“we

Secreta

WAIVER OF NOTICE
OF
SPECIAL MEETING OF BOARD OF DIRECTORS~
OF -

UNITED ARTISTS CORPORATION

~

WE, the undersigned, being the directors of UNITED
ARTISTS CORPORATION , do hereby waive notice of the time,plece
and purpose of the Special we of the Board of Director
of said corporation, and do fix the 29th day of September,
1938 at 2:30 p. m. at the offices of the corporation, 729
Seventh Avenue, Borough of Manhattan, New York City, as the
place of said meeting, and said meeting was called for the
purpose of authorizing the execution of a suberdination agree
ment to all existing and all future loans to~be-made by the
Benk of America Netional Trust and Savings Associstion to
Walter Wanger Productions, Incorporated, and for such other
business as may properly come before the meeting.

Dated September 29th, 1938. ~ : Peg
| , Wits.
Zz

/

exander Aorda

te bok rr go. sh - fant ed Se ae dese = inde i A ete: *) a mY. ee ee Petes ie oR Si igs eg Me ee Spe tale ree oxy
ae et ee z gis : pM Sad, gah Pe ge: SERPs
a a —— - < ‘ 5?
; oe eo a a ee Neat t
> : exit Fea e «€ 4
‘ 3 : - —

- a nt oe ne » Aeglindivas Ren aes a "
Octomer 7, 1938. ; a
: __ MINUTES OF “£03 CURNED REGULR UERTING OF BOARD OF DInecTORS ~~) 3
. a res. : . of De
\ UNITED ARTISTS COH-ORATION °
_ An adjourned repuier neettne—or—the: ‘Board of Directors”
sb of United hae Corzoration wes id on Fridey, October 7,1938, #t
2:50-o'clock ?. ¥., at the offices the Corcoration, 729 Seventh a
Avenue, New York City, tahoe te notice of ReStENS sent tco..elkl
° airéctors.
“There were present the following ereeevere: ‘ kage
‘Chorles Schwert wes

eco owe

ee uatitng London

| Films
“= Generel Yenecer
: tenes a" is
é ce eksen a
H. J. Muller, Treasurer.

Mise Pickfore acted es Chairman of the sawehe end Mr.
Reftery acted as Secretary.

a . » eee ~ “a
1. The General Manager reed to the necting the resig= ae
nation of Mr. Georse J. Scheefor es Vice President ond Generel M : -
in Cherge of Domestic Distridution. With crest rerret, the Board Rete
accepted the-resignation, @nc the General Manezer wes directed to oF
express to Mr. Schaefer, in writine,; the: thanks of the Board for Mr. ~
Schaefer*s loyel cooperation end services durtne-the time he was :
se nacahant with the Corooration.

% 2. The Generel Menacer reported that he hed received
the following letters from London with reference to Odeon: sci

a mera Dated Seat. L, 1936 frou Mr. Arenibald; | ee

‘¢ _ Sept. 13 from Mr. Carr; ESS.

Sept..13, from Mr. Lewie;-- © . SS

Sat te el, from Nr.-Archibeld; : Be

Otte £4988, trom ir. Arehttatd; rx crannies, =

ve (tazether with the erctwoures’ referred to in escn of such" letters); _
———etso contsining resorts anc accounts from Tung “re; 1907 to June 25,--

1938, ~of Odeoh Theatres, Ltd. erd thet he had civer ell of the
foreccing, together with copiet of his replies theretc, to Wr.
Muller. fhe Generel Menager exyl. ined thet importent negotiations -
for edditionel financing of Odeon-and the scouisition of other
importent. circuits by sgidy Be re tekins plece, ss set forth in

Mr. eriespoeeciend letter of eptember 2 Zist, above mentioned.

The General. Manager's peor’: was nated by the Boerd. aa

"The Gene kar: eanaser ——— thst thére wes Pee. a
| © ceived from United artists Austrealeia, Ltd ae aGELDS of MifFites of :
Z Hoard Meeting held cage lz, 1938. cay

és ee { ;
4. “The General Kenacer reported that t Ap. Keily ed- xi
vised thet the-egreerent with Petricien PLetures hed ness signec,

giving them back the rights to SILV#k LINING and-thet Patrician
Pictures hed siened 4 waiver ‘of @ll claits egainst the Corpors tion:

b see tha. avuove wes notec oy tre boerd.

en ; eee *
.5. The General Manecer revorted ‘thet s telecrem nad

. ‘~.0een receivec from Mack Sennett recuestine e-thstribution of a-

f "picture whidf he proposed msking, starring Sten seurel. The ~~ =
General Ma anarer consulted certein of the Directors end it was < — —
decided to notify Mr. Sennett thet the Corsoretion wes not interes
ested in dist triputing the Leurel picture. 5

peal a The ection of the Gauerel Mentcer mye syortvecs

> ,_ 6. The Generali “enarer ‘reverted thet ‘the following
telecren: “had been received from Pr, Edwerd Srell:

*OUR CONTRACT WITH YOUR COMPANY PROVIDES IN << RWENT
OF MY DISABILITY, IN ANY WAY, OR DE=TH, ak Hor Be
NOT GAVE TO RELEASE STAY SICTUKSS WHICH'I MAY Save TN
PROLUCTION AT SHAT TIMS, E DO NOT THINK *

INTENTION OF THE CONTRACKK YOU WOULD MOST thee

a

ee WANT TO RELEASE # RY PIGTURES- THAT WERE SOLD TE AVANCE,

I Nee ga aN, Se Taree. —crermecten| ta be Moet ae SOROS - sant ag $e Sle ays no aphe ecpceh salnet Sek ik aol cae to
pp 5s oa BS ee ae ‘ 3 = t*4 : 5 o Fars ‘ £
> a ee - Noe . © =

to _ :
ee Ret WD eae Be ae ° ;
Swe “Be 2
wa
UNDER ANY CONDITIONS. I WOULD LIKE Ter Chaves wopt-
FIFD SO THAT PTCTUSES THAT ARE IN PRODUCTION OF ABOUT

, Since sehdine the above telegram, the Corsoretion has been —

TO GO INTO ‘BROL UCTION COULD SE FENISHED SY ANYONE ELSE AND
WHICH YOU WULD AGREE TGQ RELEASE. THIS IS NECESSARY aS ___-
_A PROTECTION TO MY FINANCIAL ASSOCIATES, AS THE ONLY

WAY THAT I CAN NOW PROTARCT THEM: AGAINST THIS CLAUSE IS

“-° [0 TAKE OUT FXTHA’ INSURANCE WHICH IS CUITE AN UNNECESSARY

EXPENSE. Src ADVISE. “EDWARD SMALL = EDWARD SWALL -
PRODUCTIONS INC, x :

~ aftqr consulting certein individucel Directors, it wes agreed

thet the following reply be sent to Mr.. Smali:

"WE ARE AGREEABLE IN THE EVENT OF DISABILITY OF
DEATH THAT IN REGARD TC ANY PICTURES WITHIN THE PRO-
VISIONS OF $UR AGREEMENT YOU THEN HAVE’ IN PRODUCTION
BY WHICH IS MEANT PHOTOGRAPHING THEREOF HAS COMMENCED
OR ANY PICTURES WHERE THe PRINCIPAL MiWNSERS OF THE CAST
- HAVE SEER. ENGAGED PROVIDED SUCH PICTURES ARE DELIVERED,
WITHIN NINE MONTHS OF THE HAPPENING OF SUCH CONTINGENCY
THAT SUCH PECTURES CAN BE FINISHED SY SOMEONE ELSE AND
WE WILL RELEASE SAME. IF THE FOREGOING IS AGREEABLE TO ~~“
YOU WE WILL DRAW UP NECESSARY AMFNDATORY AGRESMENT
REGARDS i ee STLVERSTONE". "a
~~

requested by Mr. Smell, throuch his asent,‘ to incormrete the
foregoing amendment in an agreement.

- The action of the Generel Meneser aproved, tt i 2
being left to Mr. Raftery to _érew the recesséry his BS

s $
7. The Generel Manager repor ed that the English
compeny had recommended, in view of ne uncertainty of the | 3
politiad situation in England and Farope, that it was advis-
able to-sell Forward, Sterline end Prancs. After sonanl ting vy
certéin of tie Directors, it was agreed that @ cable be sent —

- to London euthorizine them to sell on behalf of the Delewere =~

Cor-cration, future commissions accruine tc the Delewsre 5 a
Cor cretion in the sum of b41,000. The English Compeny
advised that this sale has taken place. Likewise, with the 2
apvurovel of certain of the Directors, the Comporation hdd

sola part of the commissions eccruing to it in France, upon
& pro rata basis with certein of tre producers. Accordingly,
the following cable was sent to London in sinaiesie bagi

ne Neiman

SELL OKGMILLI€N FRENCH FRANCS -FORHARD’ ‘WITH UNDERSTANDING =
SAME BE APPLIED PRORATA ON ASOUNTS PAYABLE SELZNICK
WANGSR HE: TANCE AND DEIMARE COMMISSICNS*®.

The Generel Menazer“further reported thet London
scié on September £7, 1938-820,090 st the Spot rate of $4. 72-15/16._

“pondéon recuests that the Cor oration hol¢d this dolisr smount for

their account until they eavise how tc~appiy it.

1. ee ection oF ths Cénéral Wanseer Wes aporoveé.

8. The Generel Menager reo orted, after consulting

th Mr. Kelly end the representatives of the respective producers,
that it was deemed gdvisable tc open the Corvoretion’s ows office
in South e.. At oresent, South Africa is an outright sales
territory the corporetion receives 54 -ef-enr-seie._ In view of
the conten: feted opening of the Cor oretion's cwn offices it was
tentetively azreed with the producers" representatives that the “
terms of distritution, subject to the ennrovel of this Bosra, ula
be to the Corcgretvion, with the oroducer supplring two prints
et his oWf expense; any excess prints anc 2!) other cherges usually
SRArSS would be shared 70-30. Contrects have been prenered and
heve deen sent by Mr. : ae ly to the producers for signeture.

Uson motion — made, seconded nd unanimously %
cerried, it was . a3
RESOLVED, thet this.corporation oven its own offices 2
in South Africa; terms of distributian to
be-88 above tentatively agreed Wpor.

wa

9. The General Neneger resorted uvon the seriousness
of the situetion in-Italy, in that the Government of that ccuntry —
hed decicead to creete a-monoroly and to compel ech company to aie2
tribute through one source, ¥iz:, EXIC, which is «nr orgenization
in reclity under the “eontrol of the Government . ‘Clerification hed
beer recuested of-the Government edict go that it could be escer-
teined how it wouid sffect EMTS, «es well as the other parte,
distrivutins there?

Snctetinsal

Tne action of the General Me neger in the stand 3
teken end to be ate him whsesp roved. : ;

10. The cee gi Menager reported that edditional fi-
rances have been gegeured by the Wanger Co. trom the Bank of Amer-
ice in the sum of $800, 000 te enable the production of STAGE COA: *

8 we

6

— ~

élso the sum of $300,008 for preparation in co#@ection with fue ~
ture pictures to be sroduced“by the Wanger Co. The necessary
r seTreerents have been drawn between the Wancer Co. anc the Bank =
of- amerier and have been accepted by this Corporetion, inciud-
ing @ suborcinition SExERRERE; @itl = after anpreval By the
Generel Counsel. 2
“li. The Generel vaneger reported he had receivec from.
Mr. Reftery recuest to pay the sum” -of- $877.71 to the Hays orzan-
—~.. — -aetieon-es+the-Cor-eretiont= “ghere—of the cost of the Iitifs-
tion in the actions of Sati ve ZEESO AND OTHER CASES. The
above sum had been paid.

wate? “The ection of the Generel Maneser wes sooroved.

oS

lg. The General Menezer resorted he had azein written
to tne Directors advising them it was impracticel te amend by-
lews of United Artists Corp. Ltc., so as to increese the cuorum
for s meeting and to cnange the Directorete of Uritea Artists
Corp. Ltd. until. such time as the stoekhold=rs of this cor:ors-
tion appointed their elternates t> the Eng ish Board. Se stated
he hed received no renly other then thet from Miss Pickford end e
until such elternetes sre appointed the matter is et a standstill. |

iS. The Genersi *eneger revoxted that éoee have been .7
suimitted fror time to time, requests for distribution of Short —
Suojects: the General Mennser had =nreped the nclicy cf advising
the producers 6f«Steh proposed Short Subjects that he was not in ~
& position to say whether or got this corsoreticn would be-intere
ested until the subjects thems@$ves nad actually been vroduced
ena hed been viewed by this Corsoration.

The acticn of the General Manager wes epproved.

is. The General *{aneger reported he-hed-teen edvised
~by Mr.Mulvey thet Mr. Golawyn hee not been served in the Ccvern=
ment action; Mr. Reftory commented thereon anc releted to the

x Board the status of this action te date. _ |

? : : ae
—~ 15. Mr. Raftery cave_g full-réaort to the Board of the
stetus of the WILLIA Ss. HART! SUIT. ~~, .

Mr. Raftery alBo eskec autirortty te aektie—-the————a
Perriello case, & small action vending in Onteric County, New «4
York. Approval wes so given.

16. RE CONTINENTAL AND EXCORT FRANCHISE AGREEWENTS:
The General Maneger reported thet tn accoraance with 4& previcus
resclution of this Board he had written the Loricn office reauest-
fing them to consult Price, “Yaterhouse * Co., Fecardine the a@-
visebility of ehterine inte new franchise erreements slong. the
lines as heretofore sn-roved by this Board.. -He had reesived. ,
4&4 reoly from London, tocether with Yrice, Waterhousss*s opinion -.
end the actual M@reements themselves, all of which he-had given
to Me. Reftery. The latter hed fully considered these documents
end had approved the frenchise agreements vetween this Corpora=
tion and tne Continzntsl Companies opersting in France, Belgium,
witzerlend, Demmerk, Sweden end | United Artists (Export) Ltd.,
resnectively. ase

. Mr. Reftery had pointed out thet the ecreement with :
France in regaré-tO commission peysole by the French ecnipény

Had: Det: sa, Grawn thet it itthped seme and mede it all péyavle —

to the Delaware Cornvoration; however, unde: tas orovisions of a —
proposed agreement between United Artists Coro. of Deleware ané _
United Artists (Exvort) Ltd., deted Aug. 17,-1938, it was pro- -
vided that the Deleware Corooration wos to pey the Export Co. :

“I%-of the total film-rentals esrned by the Les Artistes Associes,

Frence, - as from January I, 1938. Therefore, the resclution as ~~
previ usiyv’ zane by thie Board ned beer duly carried out. y

. In referencé *§ the pro: sOSe0-aeTeerent—between eo
United Ar tists (Excort) Ltd. and United artists Cor oration of
Deleware, as abdaye mentioned, the Genemi Menazer ecoueinted the —. i
Boerd o: the colitenis tieréof; aico, Yr. Saftcry advised SEES” -
same was in accordence with the Resolution héretofore pessed
be this Boerd. ou

’ Upon motion duly made , sevonced ené unentnousiy

carried ~ é
—emcmenen & *

RESOLVED, that the Goneresl Nenacer be and ts

Saree pe hereby suthorized t> executs each ~* O

and all of the sforementioned asrees ~~ =
ments

,
— +

coi By The General fenacer Suomi ttec a memorandum prepared

in deteil by Kr. Muller,’ snowing signatories te cheeks tn sil

countries wnerever tris Corvoratidn or its subsidiaries overeted.
= 2S meGe eve’ ‘leble to each of the Directors__

cesirine to see same. reeset marae ee | te ATE

ammatvennsteene:
° ellahiinininiaat 2 ‘ isa

SR rr mr eee

The salient features are:

~ : eeriier than March i, 1939.-

aes -<

it wes moved, secdcrded ena unéninously

“RESOLVED, that the sieneteries as outlined in
pf. e ~ such nerorendum remain as st present.
. os e oa 2
18. The General Manager resorted he hed been ad-
vised*by ir. Muller thet he had reecived from Loyd Wricht
sich oricinel contracts end Minutes of the Corcoretion es the
letter nad in his possession; Mr. Muller had civer such
Minutes to Wr. Raftery and head reteired in his ocssession the
contrects above mentioned. os :

; eo . nib tsenpueiaieaeuciinammenemminehaietal ree nen ~< ee Noite eetneneemnenee mene EST

19. The General Meneser stated that nesotiations:
were proceedine fevorably with regarc to the rentine sf the
Beverly Hills office.” A resume of the preposed deal as out-
ae An & wenorendun from kr. Buckley is es follows: .

oo

"The pro oseé lease with the Williem Morris Agency for our =
Beverly Hills ouilding is enroute to Californiet : aie

~ .

> i eal ve, \ * . ay:
Ta (1) Five years with an epticn to Renew for en

. Ms - additional 5 yeers such option to be exer-

eised not-later than six morths before
expiration of original term. —

°

owes (2) Term to commence March 1,1939, or et suc.
. eariler date es alteretionm cre completed ——— =

provided Williem Morris Agency cre able to
sublease their present quarters so that they-—
ere free to occusy the oulicines a ta dete

- (3) Rental $700 per month for. first 3 years,
- =750. for next 2 years, 3650 foF first two
years of second five year period, $700 for
‘ remaining 3 years; making totel for first
five year pericd of $45,200 and second five
year period of $40,600. == cae
— (4). Lessa: => edvance enc péy all.costs in cone, —- -~
nection with alteretions for which expendi-
ture Lessee hes richt of recoupment un to
$16,000 by deduction fro m monthly rentel
in 56 equel monthly instelliments ovem the

: first 3 years of the term. Any money ex- ; 2

pended by Lessee for tmprovements in exeess ~~

(5) Plens and specifieetion are being preyeres—- 5
. by our Architect ead we heve supervision of
teretions. Lessee, how must api ea

(6) Lessee is given option to purchase ell
furniture and equipment now located in
the building at a price to be mutuelly
agreed upon. The total emount Lessee
_peys us for such furniture is to be con-

y tributed vy us as part of the total cost
of alterations and such amount whatever
it be is accordingly deducted from the
amount to be recouped by Lessee.

(7) fessee hes option to surcechaise the sroperty
with all improvements for the sum of”
$61,000. which option must be exercised dur-
ing the first Si years of the lease with
orevision however that to the sum of
61,000 there will be added the portion
recouped by the Lessee (at the time of
the exercise of their option to!purchase)
of the cost of the alteration. Lessee
has the right to assign lease but no such
assignment sheil affect Lessee*s liability

/ for the then remaining portion of rental

cue".

*% Mr. Buckley advised he had consulted certain of the individual

Directors who had aporoved the aforementioned negotietions.
Upon motion duly made, seconded end unanimously
oerried, it wes

_ RESOLVED, thet in the event of negotietions materializing
substantially, as avove outlined, they be
consummated end the officers of this corpora-
tion be and are hereby authorized to execute
such agreement.

20. The General Manager reported thet he deemed it ad-
visable for expediency and to’facilitate the operations of the
various Continentel Companies to make certein changes in the
Directorates. Undernoted ere the present Boards of Directors
and the suggested changes:

DENWV ARK ARTISTS A.S. *
SUGGESTED BOARD
Mr. M. verstone

Mr. I. Madsen Copenhagen Menager (Same as present Board

Mr. &. Bruckner Lad Lawyer except M.Silverstone to
(Must heve majority of Denish be substituted by G.
Nationels on Board). Archibeld).

Ye Se aa 2
ae ee ee a ee ee MN Ege i aa

pow a ~ ) ee ee ee a eee es

Sen wou. 22
“e ee ae

3 t A : : - 3
oe j »
* X
yf 9 * .
aya in : sey rs
. 4
ae at x
SPAIN - LOS ARTISTAS ASSOCTAUOS™S.£. —
—""" PRESENT BOARD - SUGGEST sD° BOARD
_Mr. G. Archibald _ Manecing Director (Seme es -resent Board)
Mr. F. Garcia Sales Meneacer ‘
Kr. E. Aries Office Menazer =

Mr. L. G. CrOot ~ Lewyer -
(Must Héve méjori ty of Spenish. ;
Netionsls on Boerd).

Following Three Coesties | are in existence out non-opereative at
present: . eet :
od ~~ =?

Holisnd-N.V. UNITED ARTISTS eto
PRESENT BOARD SUGGESTED HOARD

Mr. M. Silverstone {Same as Present Bosra
Mr. G. Archibald 4 except KM. Silverstone to
-Mr. L. We. Kastner be substituted by Le.
: aes ae » bewis)
NORWAY-UNITED ARTISTS £.S. e nee :
PRESENT 50 ; ® SUGGESTED BARD + 17
Mr. Bo Silverstone (Seme as Lyreseue Boerd
Mr. 7 Astrom Stockholm Manavser except M. Silverstone to ~
Mr. H. Arnesin Oslo Lawyer be substituted by G. .
Archibald).
: SUGORSTED BOARD ~
Mr. = aiivetstcae (Seme as Present Boerd _
> Yee: £. Astrom ,ctockhnoln Maneser except M.Siiverstone to
Mr. Hukkman Helsingfors Lawyer be substituted by G. |
tT wee Arehipeld).
wewmeewn oo wwe ss °> ? *
% ats

PRANCE-LES “ARTIS ores ASSCCTES AS." :

"See pap CC SUGGESTED BOAKD_

vr. li. Silverstone _ (Same “as present at Boerd
ir. Paul D. O*S5rien excent G.Architelé to ~
Mr. Charles Schwartz , renlece M. Kastner) ~

Mr. L.W. Kastner Sales Mer.Con.Eyrope
Vr. G. Rouvier Generel Mer.¥Freneh Co.

bELGIUM=LES ARTISTES ASSUCTES £25.

<3 Ke GGES BO.

i. Silverstone _ (Seme'es Present Board
~": G. Archibald exceot with ¥.Silversto:
Mr. Peul D. O*Brien being Presicent du
Vr. Cherles Schwartz Consei? end G.Areh* bald’

oe ss * peing Adminigtreteur —
. ae. Delegue e- a” ahttbhsed hat =

oe ee oe re

(Prefereole t- have majority of Swedish -
Netionsls on-séerd.Speciel Government
euthority must be obteined for non- ;
nebjpoueld to ve Girector of a Swedish
Company) ———

‘> »\ x
; &

Uoorn motion duly mide, secOnced and unanimously carried,

it Wak a
a RESOLVED, thet the above Yepommendstions be end are

hereby approved.

1g AE Rem.

21. The General Meneger resorted’ thet as United Artists
{(Exnort) Ltd., in effect controls the operation of the Comoratiok
ousiness in etl of Continentel Europe, incluéine direct exchanges
end licensee territories, enc in view of the policy of this cor-
porstion thet the stockholders Should designate their directors on
the Boards of the peréent company end its most important subsid- .
isries, it was decmed advisedie thet the seme procedure be fol-
lowed with regard to the composition of the Boerd, its cuocmm end
by-laws of United Artists (Exocort) Ltd. as in the instante of
United Artists Sern. Ltd.

: ¢e . ts.
6 :
& =
ae
46 10. ~~.
oe 4
SWITZERLAND = - PeaRTTe CO S.A; —"¢.
SOARD =. ’ SUGGEST: 8D BO. BOLRD— —~-*
Mr. Me Silverstone “(3 ‘ene aS Precont Board ex
Mr. Moriana Geneva Lawyer cept M.Stiiverstone to. be
Ur. suffier substituted by G. arch tbald)
(Must be mejority of Swiss N etione is on Boera) Sloss ae
OZECHOSLGVAXTA-UNITED ARTISTS £8. 0 mm
P Pes b tite ee ' SUGG BS px) £RD
hy. Me BChverstone mg (Sam her Bontd =
Mr. G. Archi taltd saan % -SLiverstone
vr troller Prague Business Nen-Friend of to be substituted by
Wr. “Archibald ~ L. Kestier) | a
br. Stern . Prague Léewyer ; Y
or. Laveteky Lrehitect introaucted by Dr. :
eatin eeiiieleistheS 1s. SURE ii et ee a
(Must de majority of Czech Netionels ee ae #
. Boerd) piks x 5
SWEDEN-UNITED ARTISTS AsBy—~ ee
PRESENT SOARD ft. » SUGGESTED SOARD
Mr. «, Siiverstone —~ - # oy
Mr. He Astrom Stockholm sien ied (Sere as “resent Boerd except —
¥r.S.Munek,: ~~ - MH. Silverstone to be sudsti-
“or Rosenschola Stockholm Lawyer tuted by G. Arehibeld)*

—-—--386F6thotis-

. vletion of the run of the French version in tise cities; also-

memes

It was roved, seconded ena unfhnimously edopted,
ne procedure de followed ss to the Exnort

ration #8 has been followed in reletion to the United
‘8 Cosporntion. Ltd. ihe

et
og
i»
ct
“4 ot
a
+ @
tn
ist ©

nl ge
It wes left tor. Reftecry to communicste the
forecoing %9 Mr. Cuennell.

22... The Generel Yeneger read « letter received
from Londen Films deted Sentember 5, 1925, raservinge unto them-
anhyee the rient to either consicer PRISUN-SiTHCUT BARS as a
oridwide gicture or 8 “"iotal” picture. After coxferrins with
vr. Psilos in rerard to such letter, Mr. Pailos stated it wes the

Aacive of Tarton Pitee +- aan’ teat this picture ss one ecmines

within the terns cf the basie egrecrent between London Films, Als ~
exancer Forde and this Corsoration. P connection therewith, the: 4
Generel Menscer pointed out thet Broz Mr. Bleck's letter it ap-. =

of the sicture by the Canadian "Gercoration ik the ci ties Of Mone ==
treel end Quebec until 12 months shail save elapsed from the pe
thet the territories in which Lon on Films coule eive the Corp le
~tion the rights for distribution were as set forth if the above-
mentioned letter.

ae

It whe left to Mr. Reftery to communicate with Lovion
Fiirs to Bave the eascve letter clarified so that the territories
granted to us-would be unequivocally definite... e-

“

° $3, ‘Mr. Buller resortee the following:

(e) RS SARK STONIUURES-LOYD WRIGHT: We heve edvisec eri”

s of tne resignstion o ya Wright. as Secretary
ans the election of Edwerd C. Reftery in his stead.
This refers te Iter No. 1 of the Dizectors™ minutes of
September. 66,1938. ges 2

—

vince “ sacoointica. & oaths Pscinbies
Morteage, “Pledee end “Bacsrity igrecment dated Septerber
20, 1936, between Selznick sné the bank, whith increa
the eset: amment on ths picture "YOUNG TP *esepe —_
$500;0C00 to $700,000. Upon ap rovat of counsel the digs
tributor’s aceentance was signed. 2

(c) BE SWALL ASSTCISIENT: We received from Guaranty Trust
ortgece hettele, Loon agreement and Asst
ment and Pi ad Pledge A 4

——. ducted a agli 20, ee : 2
uctions, Ine. sad Security-First
National Bane of Los Angeles end the Guerenty Orot ¢ .

peny of N.Y., wanerety, Seal nesi eh to seid” berks - the

-

.

(6) KE Sei ASSIGMCENT-ADDITION, :%¢ received «

Cony of en #erecient cavcc Sent. FE
Zdwerd Smnll Proaucticns, Inc. end General Ser-
~ vice Studios, Inc..under "waieh Smell aszi¢gns to
Generel the producer*s share of revenue cr the
coo . firet tared, é sossibdly four pictures, suaject
e to tze orior ascsigmments to Secirity-Firet neti
‘oneal Benk of Los Ameeles -n4.Guaran’y Trust Co.

of Kew York. Upon aprrorei -y-<counsel, the ;

Distrivutoer's Aecentance was sianed and the ;

papers turned over to Gueranty Trust Co. with the

understonding that two axbizulties wis ce clerified.

- 24. The General Maneger presen & bill from Loeb. -
& Loeb in eommection wiih the WANGE ANORGAKTZATION in the sum

of $1750. The Generel menacer expleined the cirexrstenees
anger which Loeb end Loeb were enzeced in ecnnection with the
reorganizetion of the Wenzer Co. ana his views in respect
the bill rendered. 3

The Generel Achnacer wos ai gaetbal to teke tte $s
netter up with Loeb enc Loeb end try to adjust same.

£5. The General Maneest read tp the Boerd « letter
Gated getober £, receivec from Cheries Rosers 7 SOGBESE DE
éigtrioution of pi¢tures to be-producec“by-bin. a

re “Ei Ferstone’s EGusf ou me Rvees— 2-2 Tike. ~—
wise dizeussed, anda tue ection of the oer menacer was
poroved. - Sa a
Bs >
26. The Genersi “enazér teed to the Botrd'e letter
4ated October 4,1938, reeeivec from F.A. Siatt, recuesting
cistrituticn of rrotuet tions to bé mede by hin.
ii. Siiversetone*s revly to Er. Blett wee ‘Lines —
wise discussed, ani the action of the General Manecer wes ae
tporoved. =

*

27. The General #enecer resorted on the neotietions —
thas were teking place between the Hays organization snd the —
sreriesen Govermment for the pursoce of includine films in the ~
pelbr Trdce Treaty between Uniteé Stetes end Euglend; the

curcose of these negofations on the part of the Meys orgenize=
tion ie to heve the Films Act modifiea. The Geners] Menager
expressed hie views thereon enc how he pmosed to deal with

The Boerd noted the foresoing with aoprovel, leaving
the handline of the entiré-metter in the hands of the Geperal
Manager «8 he thought best ‘

28. The General Manececr reported that the sagreenent
-between Miss Mary Pickford «ni the corporation, es previously
authorized by the Board, bet sinfier to the one given Mr.
Samuel Goldwyn dated July 22, 1936, had now been signed by <ll
parties.

~~ -e

29. The General Monager révorted thet tne Tressurer
hed now completed the worldwide CONSOLIDATED BALANCE SHEET of
the Corvoration and its subsidieries for six months ending
July 2, 1938, ana that the seme is eveiieble for the verusal
of any Director who wished to see same.

30. The General Manager reported that the Estimeted
Monthly operetions for the 9 months ending September 30, 1956,
wes not yet ready end that as soon as it was compieted it would
be circulated to each Director. The General Manacer, however,
cave an estimcted report om the worldwide basis for the veriocd
ending September 24, 19358.

31. Unon motion culy mede, seconded end unenimously
adopted, it was

RESOLVED, that November 1, 1936, be fixed as
, the date of the payment of the second
interim dividend of $50,000. to each
of the five stockholders.

32. The General rT reported thet the dispute
regerding the @istribution of in Ceneda had been satis-
factorily adjusted with Mr. Nathanson and thet yvnited Artists
would distribute the photoplay in Canada.

33. Mr. Peilos advised the Board that Arnold Press-
burger wes prepared to enter inte « deel whereby he end his
associstes would distribute ea number of pictures of the Cor>ora-
tion*s producers to be dubbed in the French lancuage in
Frence, and he was prepered to give e guarentee on each of same.
Mr. Pailos outlined to the Boara further details thereon. The
Generel Manacer pointed out that this would necessitate the
taking over of the French orgenization by Mr. Pressburger end
His essociates and that an arrangement would therefore have to
be made between the Corporetion’s French subsidiery and the
negotiaters. The Generel Manager reminded the Board of another

8 : » eer ee ~A F-
5 ene nae es, Se ae Ppa em SO ae a a gees Sale ee ee <i

“ . ss

proposal presented by Mr. Pallos, details of which were
on ained in a memorandum from Mr. Pallos to the General

roomy dated September 16, 1958, which was presented to
the Soard.

*»

54. The General Manager reported that there had
been received from the Corporation's London office © cable
to the effect that London Films had asked for further pay-
ments in connection with the pr sed gl distribution re-
fund in ‘land. Payments from January 1, 1938 to July or
1938 have been made connection therewith, in the fo of
~an advance payment, this having been made with the appr
of the Board. The request Foie London Films was for a a
advance as from the ist of August.

The Board deferred action on this matter.

35. The General Manager reported that WORLD WINDOWS

who have e@ contract with the Corporation to deliver 12
Travelogues in Technicolor, plan to make a further series
of 10 subjects and wish to distribute these additional
subjects thro the Corporation. They likewise contemplate
making os film aacxtion an of the Vatican. The General

er, after consul ang gortein executives of the Corpors-
tion recommended cat" the Corporatio n enter into 2 contract
for these additionel 10 subjects upon the same terms as pre-
veil for the first 12 sudjects in such territories where -

the Corporation can possib secure distribution of same
including the U.S.A 5H ithevise , WORLD. FINDOWS to give @ us an

option on the Vatican film in the event of their making

same, the terms therefore being not less than those now being
paid to us for the Trevelogues, except in the United States
where the terms may be less but in no event to be less then
(a ;

(i! Upon motion duly made, seconded 4nd unanimously
carried, it was

RESOLVED, that the a of the General
Manager be accepted end that he be au-
thorized to enter into a contract with

3 World Windows the lines above
mentioned.

a, owe. ee ee, ee ag! oe See ee eee Ey t ee nee ERE SS I EE AL eS ey OM Ne ee Rey ARI TEL. Ret OAS wee TEER, MPR DR ,
a . i oiaretonta ee 2 ~ . eo rr 5 “Se ea ke EE GRO GR. IIT, ERG EOI

. .
S36. LIFE INSURANCE POLICI&s, J eee = SCHENCK:
This matter was held over from the lest me sd
the Lirectors could ascertsin the- views of thele respee-
tive stockhoMers in regard thereto.
f =P
The metter was eens for the next We saad

?
#

37. The Gaantet ‘aimless reported that the Botrd
ore wi}i recell that in order to help certein S5ritis® pro-
z Adeers it was aectaed some vime- beck to aistribute suth
. ‘ victures tHrough the Mundus “istributing Corp.;~e wholly
ovned subsidiary of this vorcorstion. The nolicy, however,
hea not been successful. eee is © memorandum on this —
subject from Mr. Packidy?- E
"We secteur under the biunaus ‘¢endemertc three
ictures bel! nerne to Lonson Fiims and four. oic-

, - tures belopfing to British & Dominions: ug
‘A : CASA LONLON FILMS > ae
VEN OF TOMORKOW Le : : ;
pe OVERNIGHT dla "
BOUB DANUBE =—SsBRITIS & DOMENTONS
<hiGHT OF THE
GARTER - " "
VENRETTAN NTGSTS " "
; ThaT’s 2 GOOD GYRL * ” oe

*

We should reKieve our exchanges of the printes and
accessories on theses nictures because the subfects
ere not being booked and we need the space.
Our unrecoused charges, whieh cherfes cover prints,
et miscellaneous items, ERPT royalties in connection
with certein of the victures, totalled es of Oct. 1,
1938 Pork. 639.75. oak : a
~~ Ine tiion to unrecoured charges, we’ Have $2200. a
watn = é&ceessories on hand ficurea at cost: While a
the «undus Co. hes been dissobved and ovr loss-written:
off the books, we should tree be selvare es mich of"
seme es nossible’

T tecowmens chat “we werk out a deel with the orogueerg ~~
t> turn pack to them the distribution rights in’cone
Ss west! ziceraticn ef their reimbursing us either: wholly or.

in pert for our unrecouned Sherges and va ue of
accessories.

Se et et, ee

ee Xs : ; 16.
eel . thy ~ age . - : a , ry
"Ke should, of course, turn over ito trem the” drints -
and edvertiging met ‘Pisl. They cen orodsbly urther
derl with Some “.depncent @istrisutor tr further

- aes

- adictribution-ef these subjects."
i ‘ : ‘ en ee moe Ioana
, The General Mensrer was directed t> tekeesu ch eetion
“Yas micht -dev necessary to dispose Ofgthe eaetate referred to
in ¥r. Buckley's tiemore ndum.

* .*

36. The General Menaczer res ported thet Lt was his
desire to divide the duties PRrmeriy perfemed oy Mr: Seheerer
py the eppothtrent of sir. Herry Gold, as Hestern Seles Menecer,

and Mr. Jack Schleifer as West rn Sates Yensecer. He also e
@ recomended: that their selerits be fixed at $900.! a ‘week eech. - -s*

<n - +

ao thee Cte aise pea Sentra “'

The reconnendations oe the Genere 2i Manacer <
ps ware agproved... : :

- 3

© oe -- 39. RE: REBRSL SON ius THE CHALLENGE: Both of these = ~~
oictures heve been eaecepted by Tloration for distribution ——
. 4n Ehgiand on the basis of their ‘being. "local" sictures; term ee
of distribution being 172% to the English Co. ‘The Generel Be
Menéeer reminced’ the Board thet in these two specific instanees ©
he-hed preferred to heve the approvel of the Board which wes. age
eiven to these reduced terms. There sre territories (other =.
~han the U.S.) in waich these two victures ere Gesoirea by the
Corcoretion for distribution. wns

f Upon motion duly made, seconded énd unanimously
carried, it weary piss: ee a

>

' RESOLVED, that the Generel Menerer ve ana is hereby
, authorized to take on said 2 nictures, or
either of therm, peat distri bution in any ene
* all territories, h may d¢sire, throughout _
the world, except the United States, upon -
terms not more favorable to the producer _
than those accorded to the stockholder. =
Troducers..

e ss 5s ‘ G4 eee

4 40. The bili.of F. M..Guedalie « Co. in the sum of °

-

Ca

a7

B241.15.0, additionel expense of Miss Pickford and Mr. Fair-
Danks, was presented to the meeting.

Upon motion duly mnde, seconded and unanimously
cerried, it was

RESOLVED, thet this bill be paid.

There being no further business before the meeting, a
the same was uvon motion i made i os saan adjourned.

November 4, 1938.

MINUTES OF REGULAR MEETING OF BOARD OF DIRECTORS OF

~~

UNITED ARTISTS CORPORATION

A reguler meeting of the Board of Directors of United
Artists Corooration was held on November 4, 1938, at five

of¢lock P.M., at the offices of the Cornorstion, 729 Seventh
Avenue, New Yorr City.

There were present the following directors:
<e Charles Schwartz
4 Jemes Mulvey
Dennis F. O*Brien
Edward C. Raftery,

constituting a quorum,

There were also present:

“* Brenuel eereer representing London
in Stephen Pallos Fi ms
M. Silverstone, General Manager
Miss Mary Pickford
H. J. Muller, Treasurer

Mr. Mulvey wes designated as Temporary Chairman of the
megtine and Mr. Reftery acted as Secretary.

i ee

1. The Generel Manager read to the Board end handed
tv. the Secretary, cable containing resignation of Mr. Alexander
Korda from Board of Directors, together with request that Mr.
Emanuel Silverstone be elected in his plece. ,

Uvon motion duly maée, seconded and unenimously carried,

3 . ~~ " ~ Ce
‘ Z aol
> es . 3°
“ w.
‘ ‘ *
—_—-—" - . a . +t +
wT
4 eh BP. Pits
£.

————— ie

ed

it we

i

RESOLVED, that such resignation be and is hereby
accepted and thet Mr. Emanuel Silver-
stone be and is hereby elected a
Director of she Corporation.

2. “Mr. Dennis O’Brien rresented to the meeting his
resignation as € director of the Coporation, and upon notion
duly made, seconded and-unanimously carried, it was

RESOLVED, that such resignation be and is hereby
accepted and Miss Mary Pickford be and
she nereb; is eiected dirsctor of the
Corsoretion in the place and stead of
Dennis F. O*3rien.

. It was then moved, seconded and unenimously
carried that Miss Pickford he designated as Cneirman of the
meeting. Mr. Mulvey relincuished the Chair, and Kiss Pickford
from then on presided. —

Mr. Raftefy then ahatek to the meeting thet he

had been reguested by Mr. Fairbanks not to resign at the pregent
time as a-director, but to continue until such time «as Mr. \ :
Feirbanks selected gome person as his director.

Mr. Mulvey then moved thst the despodation dispense
with the serviceg of Mr. Charlies Schwartz as co-counsel for the
Corporetion. There being no second | to the motion, the Chair
declared the motion lost.

ad 3. The General Manecer then stated to the meeting
that the Cor oretion hed received a reguest from Mr. Alexander
Korda, thet the date for payment for the stock of Alexander
_Korda and London Film Productions, Ltd. in the Corvoration be
extended from March 1, 1959 to Merch 1, 1942; likewise, thet
the balence of Nr. Kordats personel —toen- in- the emount of.
$79,070.40, including imterest, now due on November 25, 1938,
be also extended to March 1, 1242; the sforesaid stock of
Mr. Korda and London Film Productions, Inc. in the Corporation
is to be retained by the Corporation as collateral security
for the payment of said stock, as well as seid loan. The
Treasurer reported that the amount due on the stock, with
interest, before applying the dividend which wes peyable
November 1, was $483,890.48.

, pe

i)

ee BE Oe BY ee ae EE |e ak, Oe Ls

3.

The General manager likewise reported thet Mr. Korda had been
in communication not only with him, but also with Mr. shal
and had requested thst such payments be postoned,

On motion duly made, seccnded and-unanimously
carried, it wes

RESOLVED, thet Mr. Kordea's request es aforesaid
for extension oftime to Merch 1,1942,
as to indebtedness on the stock, end his
loan from the company be granted, and
thet counsel be directed to prepare the
necessary documents to carry into effect
the necessary extension.

Mr. Stephen Palios ——— to the Board Mr. Korda's
appreciation.

4. The next metter broveht before the Bosrd was the
Generel Manager's proposed new plan for distribution. There
was consideraole discussion of the plan, and after discussion,
it was

RESOLVED, that a speciel meeting of the Board be
held at 10 o*clock A.M. on November 14,
1938, and thet the entire day be devoted

gto discussion of this plen.

x
5. RE: DRUMS-CANADA: The General Manager reported
that this matter Sart been settled end thet as pert of the settle-
ment it wes found necessary to agree to edvence to London Films
the sum of 45000 so that they could pay same to Mr. Nathanson
end/or Anglo-Canadian Film Distributors, the Corporation to re-
sive for such loan © first charge on the producer's share of

the receipts on "DRUMS" in Canada. It was also found neces-

sary to pay to Sam Srith and/or Anglo-Canadian Film Distributors

the sum of L200. to cover their legal cherges, this amount to

be recovered from the gross receipts in Canada before -

division between the producer and ourselves. As part of the

settlement it was agreed with Nathanson and with the approval

of London Filr Productions* thet Anglo-Canadian was to receive

5é of the gross rentals in Canada on this picture. After

consulting certain of the Directors, the General Manager

had cabled to London saying that the Corjoration wovld meke

such edvances of 45000 end &200 upon the terms above mentioned.

Upon motion duly ade, séconded and unenimously
carried, it was

4.

RESOLVED, that the action of the General

Meneger be and is hereby re fied.

6. The General Manager explained that when selling
"GOLDWYN FOLLIES" and "MARCO POLO” to the Saengef Circuit, 6
promise had been made-oy Mr. Schaefer that shouic the terms
on these tw: sudjects prove unprofitable to the exhibitor,
tre letter had the right to reduce the terms as he thought
vests. The exhibitor had advised us that in view of the
buciness done he felt all that should be vaid on each picture
wes 25% of the gross instead of 55% as contracted for. If
this promise is to be kept it necessitates « refund to the
Saenger Circuit, of $3693.75. The General Manager pointed
out that the Corporation's shere of the original film rentels
in connection with the exhibition of these two pictures on
this cireuit, amownted to only $3252.05 and it will be observed
thet the-credits that de nébessery to be given in order to
fulfill the promise are greater than the Comporation's shere
of the rentel. Mr. Schaefer admitted that such promise had
been mede and that the Goldwyn orgenization was not 4 party
thereto. \

After discussion, it was the feeling of the
Boerd that the Saenger Circuit was not clearly entitled to any
refund in view of the showing of the two pictures in question.
The ce Maneger was émpowered to make the dest adjustment
possible.

7. The General Mansger reed to the Board a letter
from Mr. George J. Schaefer, dated October 19, 1958, request-
ing if possible the immediate settlement of eny monies that
might be due him under his contract by reason of the percent-
age of profits clause contained therein. The Ctneral Manager
advised that Mr. Schaefer was agreeable to the appvointment of
Mr. Harry Muller to calculate the amount due him and that. he
would abide by Mr. Muller's calculations. The contract pro-
vides that Price, Waterhouse shall determine the calculstion.

Upon motion duly mede, seconded and unanimously
carried, it wes

~ RESOLVED, that any sums due Mr. Scheefere
shell be forthwith peid to him
and that the calculations by Mr.
Muller in regard to such Yrofits
be accepted by the corporation
as final.

$

8. RE WILLIAM S. HART LAWSUIT: Mr. Raftery reported
to the Board that it was his feeling, os well as that of
Mr. Driscoll and the other members of the steff of O*Brieny,
Driscoll & Raftery that were working onthe Hart case, thet
there would be a substantial verdict egainst the defendant
in view of the ettitude the Court had taken on the question
of dameges; that it was his feeling thet a substentiel
reserve would have to be set up to take care of the eppeal,
which of necessity would have to be taken.

9. U.S. GOVERNMENT LAWSUIT: Mr. Raftery reported
thet severnl members of the O*brien, Driscoll « keftery staff
were Gevoting their exclusive services to the preparation of
this suit, and that it was his feeling that additicnel men
might have to be engaged to meke a-complete investigstion of
every exchange in the United Stetes for the mirpose of
correlating the necessary informetion to defend properly this
litigation.

10. The General Manager reported thet he had been ad-

- vised by our counsel of an action, including en aoplicetion

for ea prelininery injunction, that had been brought aseinst
the Fox West Coast Theatres and Distributors, including this
Corporation, by an exhibitor in Celiofornia. In view of the
urgency of the matter it was found necessary to engage counsel
in California. Our General Counsel recomuended Loyd Wrisht
_be engaged for that specific purpose 4nd after consulting with
the General Menager he hed actordingly written to Mr. Loyd
— to act for us.
rue ‘roma tigon qagtion @uly made, seconded and unanimously
enented, it was, :

RESOLVED, that the action of the General Menager
end the Generel Counsel be end is
hereby ratified.

ll. The General Meneger reported that, as is known to
the Boerd, Howard Hughes, through his agents, has made claims
egeinst the Corsoration in connection with what he contends to
be faulty distributiom of the pictures delivered by him. In
view of the statute of limitetions exviring, his lawyer re-
guested, tmpugh the Generel Counsel, an extension until
Jenusry 15, 1939. The General Menager conferred with certain
of the Directors, who, together with our General Counsel,
approved granting such extension which accordingly was given.

6.

Upon motion duly made, seconded and unenimously cerried,
it wes

ST that the action of the General Maneser
be end is hereby ratified.
a

12. The Generel Manecer reported thet in connection
with Odeon and -subsidisries he had received letters from
Mr. Archibeld deted September 30, 1958, October 12 end
October 17, 1938, together enclosures referred to therein;
also, cable dated October 28, and that he had given same,
together with his replies, to Mr. H.Jd. Muller.

The General Manager reminded the Board that, as
and when received, he hed given all corresyonuence in connection
with Vdeon matters to the Treasurer of the Company end thet
same was availeble for the perusal of each of the Directors. Mr...
Muller hed advised him thet none of the Directors other than
Mr. Mulvey had so far requested the loen of such fiies-ee as to
familisrize himself therewith, in accordance with the intent
of a previous resolution of this Board.

13. The General Manager read a letter he had received
from Mr. Harry Georze, of London Film Productions, Ltd., request-
ing that the proposed 5% rebete be granted to Erich Pommer Pro-
auctions and Victor Saville Productions. This was diseussed by
the Boerd,and the Board felt the recuest should be refused 4s
to these producers on the ground thet the 5% reduction did not
apply to éither. ~=

Likewise, the cuestion of making a 5% rebate in
England and Canade up to Cctober 29, 1956, was discussed and
it was the unenimous opinion of the Board that this should be
Gone forthwith in the same manner es i* the 5¢@ had been rebated
in the form of en advance payment. to those producers entitled
to share therein. -

14. -RE: SOUTH AFRICA: The Genefal anager reported
that ell distribution contracts with the various producers had -
been signed and that Mr. Kelly had left on October 29th for
South Africa in order to meke the necessary preliminsry arrenge-
ments for establishing the Corporation's exchanges there.

_ 14A: REQUEST OF LONDON FILMS FOR PAYMENT IN CONNECTION
with FILM : Cable sen recelved from our
fondon office to the effect that London Films hed requested an
edvance by the English coroorati on of b6009 account film rentels
in arrears by County Cinemas.

The Board felt this request should be refused in view
of the decision arrived at in paragraph 13 of these Minutes.

—

i Pee. ea

15. Mr. Muiler reported the following:

' : (a) The Corporation has advised all banks of __..’
the resignation of George J. Schaefer as Vice President in
aceordance with the Directors*® Minutes of Gctober 7, 1935;
o .&

(bv) The Corsoretion received @ copy of &
Mortgage, Pledge end Security Agreement deted October 19,1958,
between Selznick International Pictures, Inc. and Bank ‘of
Americe, Nationel Trust and Sevings Association, under which
Selznick cen borrow up to $250,000 and-as security for repay-
ment Selznick has assigned the phctoplays, "“ZENDA™ and
"SAWYER", subject to prior loan agreements between tie saiié
parties not yet fully licuidkted. Upon approval by counsel,
the Distributor's Acceptence wes signed.

(c) The Corvoration received from L. Lewis,
e Letter of Request dated October 3, 1936, from Aldgate
Trustees, Ltad., which veries their reauest of May 28, 1957,
but only to the extent that the Corporation pay producer's
share of revenue in respect to the distribution of the Engiish
version of the film, MADEMOISELLE DOCTEUR, with or without
superimposed titles and/or any dubbed versions meade therefrom,
to the Westminster Bank, Ltd. for the joint account of Trafalgar
Film Productions, Ltd. and Stanley Bayliss Smith. Upon ap-
provel by counsel the acknowledgement of this Letter of Request :
was signed. Thi corporation does not distribute MADEWOISELLE ae
DOCTEUR in the United States but only in certein foreign ter-

ritories. a :
Vi“

16. The General Manager reported, as it will be
recollected by the Board, it was agrees that Mr. M. Silverstone
wos to be elected a Director and airmen of United Artists —
Corporetion, Ltd. and United Artists (Export) Ltd.; a cable hed
been received from London advising that it was proposed to
hold Directors Meetings of these two companies eat an early date
go es to elect Mr. Silverstone e Director and Chairmen. The
General Manager pointed out that all of the Stockholders, except
Mr. Feirbenks , were already represented on the 5oard of United
Artists, Corporation,-Ltd., end thet in view of the policy of the
corporation that each Stockholder was to nominate his own Director
he hed. cabled to London on October 25th as follows:

Oa eg " bed

eR FS BE The PA Feo Spt A eee ee Gee Ee We ena ee SE

summated.

"RCHIBBLD, | é
UNARTISCO
LONDON (ENGLAND)

SUGGEST WHEN ELECTING ME DIRECTOR CHAIRMAN YOU
ALSO ELECT FAIRBANKS DIRECTOR STOP HE WILL %
4 NOMINATE ALTERNATE LATFE REGARDS MURRAY". |
The General Manager pointed out that he still had not been ad-
vised of the names of the alternates (resident in England) for
the stockholders, or their present nominees, on the Board of
United Artists Corporation, Ltd.

. The action of the General Manager was approved.

17. RE: SON OF THE SHEIK: The General Manager re-

ported that in view of the success of this picture in the syn-

chrenized version, in certain territories, Mr. Kelty hed rec-
ommended that it be taken on for distribution in Strait Settle-
ment, Siem, Brazil, Argentine, Cuba and Chile. After confer-
ring with certain of the Directors ‘the Generel Meneger authorized
Mr. Kelly to proceed with the negotiations - which have been con-

?
Upon motion duly made, seconded an¢ unenimously

carried, it was
ro ;

-

v, RESOLVED, that the action of the General

Manager be and is hereby ratified.

4

/ ‘

18. The Géneral Menager renorted thet Mr. Kelly had
advised that he had executed Power of Attorney in favor of Joe
C. Goltz and Mr. da Silva to rey e that civen to A. A.Lowe.
Power of Attorney drawn is exactly, the same as furnished Mr.
Lowe and has been executed by ir. Kelly as President of United
Artists Corporation of Japan. Mr. Goltz hes been appointed
Manager of the Jafan ofiice to replace Mr. Lowe.

Upon motion duly meade, seconded“end unanimously’

carried, it was pa gt

RESOLVED, that the granting of such Power
of Attorney be and is hereby
ratified.

19. RE: ESTIMATED WORLDWIDE PROFIT & LOSS: Mr...
Muller reported that it was too soon to have available
the estimated figures as at the-end-ef-Oetoder but that
ne had prepared & rough calculatior of the worldwide orof-
its of the compeny as at October 22,1958, a resume of which
he gave to the Board. As soomas the estimated worldwide
resort, as at'the end of Yctober, 1938, is ready, copies of
same will be sent to each Director.

-~ 29. RE: JOSEPH M. SCHENCK*S LIFE INSURANCE POLICIES:
This matter haa been ceferre Tom previous meetings, the
facts being well kgown to the Board. The matter wes aor
tabdlec.

21. Manager reported he — been advised
by General Couffsel t fin the Stsete of Uteh en action had
been broucht afeinst C.E.Huish Enterprises and certain dis-
tributors, including this Corporation, uncer the anti-trust
laws. The matter was being dealt with by General Counsel.
wf » &&. RE: LONDON FILM TRAILERS: The General Maneger |
revorted that et the meeting held on August 4, 1938, there
were presented various communications fom London Films in
regard to their claim that they should be reimbursed for the
oroduction cost of second treilers made by them in connection
with the distribution of their pictures; that the decision
of General Counsel was that they were not entitled to such
reimbursement. ..There has been since received from London

Films memorandum dated November 1 on the above subject together
with the opinion referred to therein, copy of wnich memorandum

and opinion have been given to sn6 Generel Counsel of the
corporetion. po ~ see

It was the opinion of the Board that the ‘ae
of London Films aig trailers shoul§ be disallowed.

25. RE SPAIN: The General Manager advised thet he
hed received e comprehensive report from London outlinin
conditions in Spain, details of which he gave to the Boerd.

Regarding suggestion contained in the report
that undeveloped building sites im Barcelona be purchesed
with the brocked pasetas, he had arranged that a copy of
such report be sent to the producers so as toascertain their
views thereon. As‘to utilizing the Corporation's blocked
pesetas in Barcelona for such purvose, the General Manager
suggested that this be held in abeyance until he-had.been

ea eee a.

a, Sin. eee ee Pe ee. che eee Pe ata i eee ete ae

10.

~ 2

able to obtain the views of the producers and when such views
era*obteined, he will bring the matter eesin to the attention
of the Board for their considerations . F

The action of the Generel Meneger was approved.

£4. The Generel Manager reminded the Boardsthat at |
the lest meeting Mr. Pallos had advised the Boerd of an offer
that Mr. Arnold Pressburger was prepared to make in regard to °
his purchasing « number of pictures of our sroducers. The
Boerd was reminded of another proposal presented Mr. Pallos
regarding the production by Mr. Pressburger of Fren¢th pictures;
the General Manager hes since been informed by Mr. Pallos thet
dota of these offers as presented by him on behelf of Mr. ~ .
Pressourger were now withdrawn. ae :

-25. The General Maneger reported that there had been
received from London, Price.Yieterhouse « Co."s sudit report of
United Artists Corn., Ltd. for the six months ending July 3,
1936, which report is in the possession of the Treesurer.

26. The Genel Weneger brought to the notice of
the meeting the lease between the United 4rtists Corporation
and Willian Morris Agency, Inc. for premises 202 North Canon
Drive, Beverly Hills, California, and that in accordance with
the provisions of the agreement certain alterations and addi-
tious are tc be made in the building, and that it was neces-
sary for someone to represent United Artists during this
period and to supervise thesalteretions and to make eny payments
necessary to be made therefor.

e ‘

, _ Therefore, on motion of Mr. Schwartz, duly
seconded by.Mr. Mulvey, it was unenimously

RESOLVED,(1) Theat N.A.McKay be and he is
hereby appoined ahd aithorized
to represent United Artists
Corporation in the supervision
of the elterations ani additions
in the said building in accordance
with the provisions of the lease -
dated October 21,1938, between

' United Artists Cornoretion and

William Morris Agency, Inc.; end

ll.

2, Thet Williem Morris Agency, Inc. and the
erchitect be instructed to present ail
bills in connection with the construction,
alterations, improverents and additions
to.said buildins, to United Artists Corpora-
tion, who, in turn, will send the bdiils to
N.- A. McKay, and if such bills are approved
by United Artists Corroration, he shall pey
them forthwith from the bank account herein-
efter created.

3. That this Corcorstion oven and mehtain an
account with the Bank of America National
Trust and Sevings Association, to be known 2
as "United Artists Building Account," and a
dep.sit therein funds of the corporation con-
sisting of monsys, checks, negotiaole papers
and other instruments for the payment.of money, ~~
acceptable to seid Bank, and thet all funds
deposited in said account shall be withdrawn
frop.seid_account Dy means of checks issued
in the name o orooration, signed by
N.A.MeKay, or by two officers of the Corporea-
tion, one of whom shell be the President or
Vice-President, and the other of whom shell
be the Treasurer, Assistant Treasurer,
Secretary or Assistant Secretary, and that
such Bank shall fully protected in honor-
ing and peying such checks so signed.

27. Upon motion duly made, seconded and unanimously
cerried, it was 7 4

RESOLVED, thet the annucil mesting of the shareholders
¢ the corporeticn shall be heid at the of-
fice of the corsoration , No. 723 Seventh
Avenue, New York City, New York, which is
hereby declared to be the orincioel place
_of business of the corsoration, on the isth ~
day of November, 1958 at the hour of three cx
o*ciock P.M., for the trensaction of any and
a ell business thet mey come before the meeting,
—_—ae including the election of the Board of “{rectors
to hold office for the ensuing year, and thet.
the Secretary of the corporation send out

proper notice to each of the stockholders of
record.

ss oie 12.

There being no further business beforé the
meeting, the same wes, upon motion Guly mede and seconded,
acjourned. . . fe oa “sa

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CP Pee aeS Aa Se gt oe BP ee eae

_THE COMPANY WILL APPRECIATE SUGGESTIONS FROM ITS PATRONS CONCERNING ITS SERVICE 1230 /

_CAB LEGRAM

PR peso

Received at fugy 503. 728 ROME AVES, Me t.

_NAJ2 CABLE=/ DENHAM MDX WY OCT ga /246P
aS. MURRAY SILVERSTONE UNARTISCO {CARE UNARTISCO UNITED
ARTISTS CORP) NYK=(729 SEVENTH AVE j=

PLEASE SUBMIT MY RESIGNATION FROM RoARD OF DIRECTORS AND!
HEREWITH NOMINATE EMANUEL As MY NOMINEE DIRECTOR ON ROARW
- REGARDS= yee

ALEX,
TIOAA,

THE QUICKEST, SUREST AND SAFEST WAY TO SEND MONEY IS BY TELEGRAPH OR CABLE
>

oe,

.
ie
é
;

November 3, 1958.
&

Edware C. Reftery, Secretary
United Artists Corpvuration
New York City

Deer Mr. Raftery:
I hereby tender my resignation as director
of United Artists Cor.oretion, to take effect as and

when The Pickford Corsuration directs it.

Yours very truly,

tue Fae re"! ¥ Se a Stee tS ae ——_ Fa Ex: ere. o¢ a 7 ?. = ae i & Dey cae 9
“s Se Bee one aici Ge EE ee ora
r is = 7 * : say
rs pe ? PS
aad ra f. ° vi ;
Ww November: 14, 1938. id.
MINUTES OF SPECIAL MERTING OF BOARD OF DIRECTORS 8 ieee
2 a fo i 3 |
, -of- $
g@UNITED ARTISTS COR? ORATION ‘
a chet ¥ oe. ;
& Specter Meeting cof the soacra of Directors of 4
United Artists Cor. oretion was heia on November 14,
A 1938, et ten ofelock in the forencon, ¢t the offices . aaa
of she Corscretion, 722° Seventh Avenue, New York : colt: . “s
City. A : | oe |
There were present tié following directors:
Mr. Jemes Kulvey
There being no quorum present, the meeting : es

wee edjourned until November 1938, at 2:30 P.M.

ieee os iy fs ee
¥
, ? : i fe
a : “3 | November 18, 1938. “s
. - ’ >
MINUTES OF ADJOURNED’ SPRCIAi, MEETING OF BOARD OB

— ° DIRECTORS .OF
5 “UNITED ARTISTS COR-ORATION Sat
\ “”

* <A Special Meeting of the Beerd of a Season of United
Artists Cor® oration was held on November 18, 1938, et 2:30

-otelock in the efternocn, st the offices of the Cor oretion,

729 Seventh Avenue, New York City, pursuant to the edjourn-
ment of the meeting held on Novenber 14,1938.

There were present the following directors: ,

Miss Mery Pickford
° Mr. Charles Schwartz
Mr. James Mulvey @

Mr. E. Silverstone, | & Sees

constituting a avuorum. — - ; cap:

There were also present the following:

Mr. Dougles Fairbarks,
Mr. bennis F. O*Brien

Mr. M. Silverstone, General Manezer , one
Mr. Paul O*Srien, Attorney _ Pag
Mr. H.-J. Muller, Treesurer. on
Miss Mary Pickford acted as Chuirman of the meeting, =
and Mr. Paul O*Brien acted es Secretary. ~e ?

l. The resignetion of Edward C. Raftery as a Girectér
of the Corporation was presented to the Bosrd and accepted.

bead

‘ P ; x ss
“tee ~v E &
2. Mr. Dongles Feirbanks was elected e Director of
&

the Corporstién in plece of Mr. Edward C. Reftery.

Se RE: PROPOSED PLAN OF DISTRIBUTION: Tae Generel

Meneger reported that in connection with the orovosed new

plen of distribution (whieb-wee—te_bs in supetttution for

the-Procucers.Sunc.Plen previcusl> sssseved—by this Bosré) ,
z ey

Ar. kulier had sent t. exch of the “irectors the foliowing

letter, together with tae enelosures referred to therein:

——s inet trance

~: -. November 9, 1938.
Miss Mery Pickford

The “herry-Néetherlané Hotel .

5th Avenuesset 59th Ste,

New York City.

Deer Miss Pickford: -
es
“ Keon connectien with the Special inti ne of
the Board of Virectors to be held on Wondey, November
i4th, at 10 A.M., I have prenesred at the recuest of,
ena in conjunction with Mr. M. Silverstone,the follow-
ing, enclosed in duplicate:

‘1. (&) ESTDMATED INCOM! AND PPOFTT AND LOSS FOR THE
TEN MONTHS ENDING OCTOBER 29, 1958, WITH COM-
PALASIVE 1937 FIGURES. <i

(bo) BANK STATEMENT AS AT ocToseR 33,1938 (which
you will note is attached to the evove}.

&. (a) PROPOSED NEW BASIC-DISTRISUTION TERMS. ~~~

(bv) ESTIMATED INCOVE AND PROFIT & LOSS FOR THE
— ENTIRE CALENDAR YEAR 1938.

a ;
‘ (c) ESTIMATED AMOUNT OF REFUNDS IN CONNECTION WITH
THE PROPOSED NEW BASIC T2RMS OF DISTRIBUTION, ~
TOGETHER WITH EXPLANATION THENPOP.

ein aie m4
e- : ‘4
; wre 3.
. ? €
~ 4 é é
i ete o s ;
? You of course cporeciete that the ficures ere

rough calculetions - it being impossible for either
” Mr. Silverstone or myself, to forecast, at tis moment,
-~-the individual vrosses per picture, the caqllective
dleyed end edrned per producer, likewise the oieyed
snd earned and the expenses for the remeinder of the
calendar year; therefore, te enciosed figures’ can
oey be considered as an estimate.

ee ee fo many,
Stheerely yours, J
“UNEEED ABTRESS COrPors TION
ca
(sismed) HsJ.MULLER
o Treesurer."”
Enclosures:

CC Messrs.E. C-Reftery, C.Schwertz, J.é.Mulvey, be
E. Silverstfe.

%

It wes li se pointed out to the Board eats
such proposed new t ‘of distribution, one of the conditions '
thereto would be a mocifieation. of the "favored natsdon” clause
by those producers receiving the cenefits there

The above matter was fully discussed and it wes agreed
thet further considerstion of same should be given at an
adjourned meeting to be held on November S50, 19358.

; 4. RE: 5% REFUND E casas AND CANADA: It wes pointed
out that at @ prev #& resolution had been
pessead suthorizing tine eiteraticn in the terms of distribution in
England and Caneds from 30% to 25% with charges ncually sheared
lirewise altered from 30% to 25%; such reductions to be retro-
ective es of Jen 1 1938. With the approval of the Boerd payrents
heve been made tc certsin croducere in the form of advance paynents
in anticivation of film rentels, _receverable by the corporation.
It wes pojrted out thet it wes necessery to clarify exectly to whom
such: reduetion in distributien charees is SQpLsce ete:

SO it cal

‘It wes egreed that this matter was to be atécussed
further at the edjcourned meeting to be heid on November 30,1934,

Thereupon, upon motion duly made, and seconded, the

nie are De Nee ST ON ee TS
CNT at NO Ry nomen de ee EES aS OR: Pg PR Te a Fee

Aaa Eo coemeries r ok Ree
meeting was adjourned until Novenber 30, 1938, at 2:30 P.M. - er:
_ ‘ . r ; : * ® J aa
‘ - O*prien
5 Acting Secretary -
SSepebeistiten he .

United Artists Corooration
723 Seventh Avenue
New York City

Gentlemen:

I hereby resign es a director of United
Artists Corporstion , effective upon the election
of Dougles Fairbanks or his designee to such
position.

Very truly yours,

Dated: November 15,1938.

§

— ~irnanperrascctncinnsiataessieningiciamnaietie hina : ‘ pine : cities Iiecin-cnstadsatnjanteah hapten cadeacntbaamagieal

AFFIDAVIT OF MAILING NOTICES

%
STATE OF
COUNTY OF i

EDWARD C. RAFTFRY, vdeing duly sworn, aeposes and
séys that he is the Secretary of UNITED ARTISTS COR’ORATICN,
& corporation of —_— of Deleware; that on the Sth day
of Novembvter, 1936, he cdused & notice of annuel meeting of
the stockholders of seia corporation, & copy of which is

- hereto ennexed, to de mailed in e sealed wrapper, postage
prepaid, aacdressed te each stockholder of record of said

corporation-et his Post-Office eacress as the same appears on

hud be fF 3:
SPBSCRIBED AND SWORN TO

BEFORE WE THIS Sth DAY :

the cooks of said cor oration.

LIST-OF~@POCKHOLDERS TO WHCM NOTICES SENT:

The Pickford Ccorporétion,
104i North Formese Avenue,
Hollywood, Califorrie
The Elton Corporation,
1041 North Forrosa Avenue
Hollywood, Caiifornie

Mr. Charles Chaplin, "
1416 North’ La Bree Avenue
Hollywood, California

in 4 iexander Korda
aed London Films, ie
22 Grosvenor Street, We Ae

, London, yee pin >

—

ir. en Goidwyn
1041 North Formosa Avenue
Hollywood, California

~

7x =e Ooi al ee aay
SRR ao fs

MINUTES OF ANNUAL MEETING OF THE STOCKHOLDERS _ fe
-ofe-

UNITED ARTISTS CORPORATION

wv

; Pursuant to nétice, the Stockholders of United nekioed

° Cor oration met for-their-ennusi meeting on Friday, November 13
1958, et the hour of :3:09 o’clock ess et the offices of the
Cor: ‘oration, 729 Seventa- Avenue, New York City.

or tai

Upon roll cell, it was ascertained that all stockholders
were present in person or by vroxy, to wits

of Pickford Corsoration, dy . ? se
Mery Pickford (proxy) “© 4000 sheres

Cherles Cheplin,. by a
Charles Schwartz (sroxy)_ _- 4090 shsres —

The Elton Corporation, by 3 =
Douglés Fairbanks (proxy) = 4000 shares _

= Samuel Goidwyn, by : fe:
Rare ris James ihe e (grax?) _ = 4000 sheres
SORES: Ps abate, : s~ he “3

a Alexencer Korde, by ananassae : :

Erenuel Silverstone (proxy) ~ 4000.shares.

_There were also present the following persons »

- Dep O'Brien
3 gis J-_O°Ee
i a O*5rien
1 _ ~s

By agreement of e611 present Miss Mery Pickford assumed
the Chair and Mr. Dennis F. O*Brien acted se Secretery of the

meeting. :

~~

The Secretary of the meeting presented an affidevit of

He

0 th tubing o full Board sf five 2ireétors._

Mr. Edwerd C. Heftery, Seeretery of the Corooretion, setting
forth the. notice of the cell of the meeting; the cols gon fe
been fount reculer, e cuorum being psresent, end thc
hevine been recorded end inspected end or file, the esting
wes declared Comestent to proceed. -
an

Upon noMtsn adly meade, seconded and unesnimously
cexried, the resdine of the "wimates of the previous meeting ,
wes weivec. :

Upon motion duiy mede, seconded and unent-ousiy csrried,
the rendering of reports of officers end committees was waived,
with direction that tae Same be made to the Board of Directors,

The Cheirerr declered thet the next order of business
fas the electicn pia a a end, officers.

Whereuoon, it was poved,: seconded ard unesnimously

carried, that the necting sracwed with the olestion of disestane)

end officers. The several stockholders present voted a
cumui:tively as follows for the following directors:

*

Stockholder Director Votes— .
The Pickford Cor» oretion Mery Pickford 20,000
Cherles Cheplin Charles Schwartz 20,000
The Elton Corooration Dougles Fairbanks 20,000 ‘
Alexander Korda < _ Emanuel Silver- af
= stone 20 ,000
Senuel Goldwyn James Fulvey 29,000.

&

Whereuson, ‘he Gaeirmen declared thet the following per-
sons were elected to serve as directors until the next annuel .

“meeting or stockholders” or until thelr successors be elected

ard cualified:

Mey Plerfora age
Cherles Schrrrtz
Brenuel Silverstone
Jemes Vulvey,

The Cheirmen ennounced thst the next order of business
wes the election of officers of the Corporation. ©

Whereupon, it wis moved, seconded and unanimously
cerried es follers: my

4
~ Ra,

ae RESOLVED, thet the follorine persons be elected to

- - the respective cffices sot scuposite their
; respective names; tc wit Sane “
c=, = ‘ 2 o. : Se a
Vice President - Arthur ®% Kelty
- Vice President . 2 - Herr> D. Buckley
; Tregeurer _ «© Harry Waller
. _S@eretery cs - Edword C. &sftery
-—-"“Bssigtent Secretaries - =< Harry Muller Bee":
, ; Penl D. O*brien
Assistent Presesurer .. - N. L. Thorepson,
which wes evidenced of the unenimoys vote of ali of the stockholders x
of ‘the Corvsoration. ae 4 S
It wee suzgested that there were other matters which
shoulda sreperly Be considered by the stockhotters Be. trett suxcet
-* meeting end fér the purpose of ei Scusping suth matters, uson scticn >

duly mede enc seconded, the meetins ves adjourned, to be reconvened
unor three gays* written notice. :

.

. =n a 2 = 5 Sr en . -
MINUTES APOROVED: = Aeting Secretery

THE PICKFORD CORPORETION

* xy aos *
tet roe L = *~
| ORAPLES crariIN cc) ES : ;
By :

THE ELTON CORPORATION
By

a
SAMUEL COLDWXN

KNOW ALL MEN BY THESE PRESENTS that the umdersigned,
CHARLES CHAPLIN, holder of FOUR THOUSAND (4,000) shares
of the stock of UNITED ARTISTS CORPORATION, a corporation
of the Stete of Delaware, does hereby appoint Charles
Schwartz his true and lawful attorrey with full power of
substitution ald revecation, fer himand im his name, to
vote as his proxy at the annual meeting of the stockholders
of said compamy, to be held en the 18th day of November,1933,
and at any adjourmment or edjourmments thereof; hereby
ratifying amd confirming all that said attorney or substitute
mey lawfully do im the premises. ©

WITNESS the execution of this proxy by the said
CHARLES CHAPLIN this 18thday of wovember, 1938.
a

sean Lalit,

ae

Attest: % at

A
CHARLES CnsPLIN, per his duly euthorized

proxy, CHARLIKS SCHWARTZ, votes his four thousand
(4000) shares of common stock of UNITED ARTISTS
CORPORATION cumulatively for Charles Schwartz as
director of the corporation.

votes

Charles Schwartz 20,000

Dated, November 18, 1936

‘ey

Gore

THE PICKFORD ‘CORPORATION, per its duly
authorized officer, MARY PICKFORD, votes its :
four thousand (4000) shares of common stock of UNITED
ARTISTS CORPORATION cumulatively for Mary Pickford

ds directgr of the corporation.
; 2

Mary Pickford 20,900

Dated, November 18, 1938

- ary ckto

ome 4

a THE ELTON CORPORATION, per its duly
authorized officer, DOUGLAS FAIRBANKS, votes its
four thousand (4000) shares of common stock of
UNITED ARTISTS CORPORATION cumuletively for Douglas

Fairbanks as director of the corporation.
o

Douglas Fairbanks 20,900
Dated, November 18, 193s.

in

#

ALEXANDER KORDA, per his duly authorized
proxy, EMANUKL SILVEHSTONE, votes his four thousand
(4000) sheres-of-common stock of UNITED askiistsS
CORKPURATIUN cumulative}y for Emanuel Silverstone

as director of the corporation.

Votes
' Emanuel Silverstone 20,000
Dated, November 18, 1936.
a)
anuel rstone

>

PROXY

Th undersigned shareholéer of UNITED
ARTISTS CORPORATION, a Delaware corporation, hereby
nominates, constitutes and appoints JAMES A. MULVEY the
lawful attorney and proxy of the undersigned, with full
power of revocation, to vote for and in the name, place
and stead of the undersigned, for a period of one (1)
yeer from the date hereof, unless this proxy be sooner
revoked, any and all shareSof stock of said corporation
at any time standing in the name of the undersigned, at
any and all meetings of the shareholders of said United
Artists Corporation, and at any and all adjournments of
such meetings which may be held during such period of one
(1) year, with the same force and effect as if the under-
signec were present and personally voting; and the under-
Signec hersby ratifies and confirms all that the under-
signed's said attorney and proxy may do by virtue hereof.

The undersigned hereby revokes all
proxies and powers of attorney heretofore given by him
to vote upon or act with respect to said shares.

EXECUTED at Los Angeles, California,
this 15th day of November, 19358.

.
~= * :

SAMUEL contin, per his duly authorized
proxy, JAMES MULVEY, votes,his four thgusend (4000)
shares of Common stock of UNITED ARTISTS CORPURATION
cumulatively for James setae. as proxy of Samuel
Goldwyn.
Votes
Jemes Mulvey 20,000

~

beted, November 18, 1938

: / V1, ‘dake ee
Ax K— a. Uf t4 tt bf

,

: mee
a* ee r

* - ee

RUT

oa

5 City, pursusnt to the adjournment, of the meeting hele on _

" November 18, 1956.

November 50,. 1958.

‘«
MIN TES OF ADJOURNED SPECIAL MEETING OF BOARD OF 3.
DIRECTORS . :
wate ~~ Cer heat aes Pea ee

UNITED ARTISTS COR CHATION

Ri a Ser meena tee SGN ETE oS
— te

A speciai meeting of the Boarc of “irectors of United
Aetists Corsoretion was ne]d on November 30, 1938, et 2:50 P.M.,

et the offices of the Corcoretion, 729 Seventh Avenue, New York

oo

There were present the followine directors:

*- Miss Mary Piclrora ~

re ne Mr. Charles Schwartz 2 ae
sa Mr. Jemes Mulvey : a
ss Mr. #. Silverstone, <, . ta
constituting & quorum. ~ ra ae
: Fi aie, =
There were also ‘precefit the following: =
Mr.-Dennis F. O'Brien’ } -
Mr. M. Silverstone, Generel Manarer, 2
Mr. Peul O'Brien, ,
Mr. H. J. Muller, Treasurer.
Miss Pickford ected es Chairmen of Spe neeting,. end
o ve
Mr. Peul o*brien ected es Secretury thereof. ~ . _

Pe

ENGLAND & CANADA: The foregoing matters were agein fully dis-
cussea era it wee agreed that further cunsiceretion of these
metters should be given at an Adjourned Meetine to be held on

_Decenver 6, 1958, «t 2:50 P.M.

Fooee di - ss ad

“By WOSERE TA Mont cr LIFE INSURENCE-PonterRS:—This-matter
was egein presented to the soe md the followinz Preambles and
Resolution: Wore edontegs = ea eR ee ea

WHEREAS, United Artists Cor oration is materially inter-
ested in hevirig Netionel Surety Corporation execute an Apcecl
Bone in the venel eum of approximately Two Hundred and Seventy-' re
Nine Thousena ($279,000.00) “ollers, snd deSires to furnish Nation-
el Surety Corvoration with collateral security for said bond; and

WHEREAS, United Artiats. Corocreti¢on is materielly in-
terested as berneficiery, in ena is also the ovmer of, © certain
Life Insurance Policy woon the life of Joseph M. Schenck, more
“rat Paar described frithe following resolution; fmr;—trerefore,
be it : . ee 2 c
RES CLVED, that in consideration of the NetYonel Surety

Corsoretion executing aid Appeal’ Sond on behalf”

of or at the request of United Artists Corpora- :

tion and for other good ard valusble Considere- ate

tions, H. D. Buckley, Vice President, pe end is -——-
hereby authorized to s@Paassign and set over aa
absolutely, on behelf cf this Corpeny, to Netionel —

Surety Corcoretion, the following policies of

Life insurence of which this Company is the owner.

and in weich this ‘*ompany is-nemed es benefitttry;

g Vesssehusetts © al Life,,Ins.Co.

1528685 Mutuel Benefit Life Ins. Co.

492600 Guerdien Life Ins. Co. =. -

6084962 Prudential Ins. Co. of America

547589 Home Lifé Ings. Co. of New York

223194 Menhetten Life Ins.Co. of New York

S£1988-4 Netionel Ltfe-ftns.€o0. of Montpelier, —
“ Vermont .

6i16256-7 Aetne Life Ins.Co. of Hertford,Ct.
£65703 Union Centrel Life Insurance Co.

on the life of Joseph M. Schenck, gnd ell :
o Pight, title end interest of this Company therein, *
. _ to he helt by Netienei Surety Cor oration as con- 3
oy tinsinz. @jlieterel security for dny and «11 indebt- ~
a _.. edness, ifabf. Ttilés and obligations of every kind ~

ae ae and nature; herétefore. pr REYrenrter erising OF this ——
hi ; Company to the assignee, created directiy or ac- i
ls ka” quired by assignment, absolute or contingent, due —
So ete. 6b the assienee has or shall have, 5
¥% ineluding clains under any endorsement or ‘guerenty;
end in order to effectuate the foresoing the seid arene

Ha: as Buckley. is authorized to execute an wassicnnent —
of Policies es Continuing Collateral Security" to
seid Assignee and H. J. Muller, Assistant Secretary,
—_— is authorized to affix the seni of this comoseny to =
.Sueh assignment. ee

*

antl

_ Um motion Guly made, seconded and, unenimously cerried,
’ the nesting was adjourned to December 6, 1936, at 2:30 P.M.

% s ee: %

“ss serene rpemapseenensadtamsbasisiesck coke
F .

ness * . ory ee
MINUTSS OF ADSOURNED-SPRCTAL MEETING OF SOs¢RD Sea! =
: seceaeinanaal ? e as . pe tateeh 1 S 3
-of- 6 5

Pinas ARTTSTS COR-OXATION .r

sect et nig ee eee Tene

RE SE ae ta ee Sete TY ONT STOTT 8 St hd

an ee nr ep ery seen i srenesneneatereaps ential

Ct tne ee ne

. : 2 t : eee G on
. An edjourned special nesting of the Board of gece -
————- 9f United Artists Corporation wes held on December 6 , 1938,
._ ~*~ #t 2:39 P.M., at the_offices of the Corsoration, 729 Seven th
_ venue, New York, pursuant to the adz surmment of the meeting mnie
PER _ veta~ on Novemosr: 30, sheets vice
a oF gee HEIN TEDL ARR gn ;
There were Epson’. the following aircetors: : oe
‘ Miss Mery Pickford : ; 33
: <P . Chsrles Schwartz — : «ey
ur. E.. Silverstone. pe
re ET Taere were also present the following:

Se At Cee Mir. Dennis F. O'Brien,
= Mr. M. Silverstone (General Manager)

: : a Mr. Peul O*Brien ~—
suuar er oninesanneer semueremeememnemamt on me Hite Bs, Fe Muiler . dea
Mi Pr RRR SE of Loya ee

é ial

é “ghere tate no cuorum, thé meeting was ‘edjournea until
‘ December 16, 1938, et 2:30 P.M.

o

ie et os en wee Miia aay REL aN
“ ii Bo
~ j sie Si
~~} . P ; » % men eens
a
dae: Gn bay :
” UNITED ARTISTS CORPORATION
PLEASE TAKE NOTICE thet the regular monthly meeting
of the Board of Directors of United Artists Cor oration will -
de held at the office of the Gorsoretion, No. 72° Seventh
Avenue, New York City, on icbeteoen ss December é, 1938, immedietely —
following the edjourned Speciel Meeting of the Bosra of _ 2
Directors scheduled for 2:30 >. M. = se: :

Dated: Rao, » 938.

MINUT 2S, OF REGULAR MEETING OF

UNITED ARTISTS CORPO:ATION

° A reguler ineeting of the Boara of Directors of
United Artists Corsorati-n was held on Tuescey, December 6,
1935, immediately following the adjourned soecisl necting
of airectors held at 2:30 P. ee on that dey.

™!

There were present the following directors: Z

Ae Miss } Mery Pickford, ica
Oe At eee - _ Mr. Charles Schwertz
: : Mr. E. Silverstone. 2 : =
% = - 2 me Sh pan ‘ a
There were also present thé following: Z aa Ton
a Mr. Dennis F. 0O*Brien 5
Mr. M, Silverstone, General Menarer
Mr. Peul O*srien =
Mr. H.Jd. Muller, » Tressurer =
. f Loya Wrisht. ;

There baice no guoritn. the seach, was ad Himes anti
Lecember 10, 1958, at make is AK.

MINUTES OF SPECIAL MEETING OF STOCKHOLDERS
of

UNITED ARTISTS CORPORATION
‘December 1o, 1938.

A Special Meeting of the stockholders g# United Artists
Corporetion wes held at the office of the cenasiia Seventh
Avenue, Manhatten, City of New York, on Saturday, December 10th, 1938
at the hour of 11:15 o*elock in the morning.

-There were present the following:

Charles Chaplin,
. by Charles Schwertz, Proxy,

Alexander Korée,
by Emanuel Silverstone, Proxy,

The Pickford Corporation,
by Paul D. O*Brien, Proxy

The Elton Corporation,
by Dennis F. O'Brien, Proxy

being’.« quorum of the stockholders of the corporation. |

Dennis F. O'Brien acted as Chairman of the meeting, and
Paul D. O'Brien, acted as Secretary of the Meeting. :

Dennis F. O'Brien presented to the meeting telegrams of
the call of the meeting executed by Edwerd C. Raftery and evidence
of the sending of these telegrams was ordered to be attached to
these minutes.

Theres was presented to the meeting resignation of Douglas
Fairbanks as a Director of the corporetion, which resignetion wes

{ _
duly accepted. Dennis F. O*Brien was then elected a Director by
. : 6s 2 a

“

The Elton Corporation, to succeed Douglas Fairbanks.

There was presented to the meeting resignation of Mary
Pickford es a Director of the corporation, which resignation was
duly accepted. Paul D. O'Brien was then elected a Director by
The Pickford Corporation to succeed Mary Pickford.

There being no further business the meeting duly

adjourned.

KNOW ALL MEN BY THESE PRESENTS, That the undersigned,

THE ELTON CORPORATION, a corporatio#, holder of four thousand
(4,000) shares of the stock of United Artists’ Corporation a
corporation of the State of Delawere, does hereby eppoint
DOUGLAS FAIRBANKS, or in his absence, DENNIS F. O*BRIEN, its
true and lawful attorney with full power of substitution and
revocation, for it and in its name, to vote as*its proxy upon
all the stock held by it in the United Artists Corporation, at
any special or annual meeting of the stockholders of United
Artists Corporation and any respective adjourned meetings there-
of; hereby ratifying and confirming all that said attorney or
substitute may lawfully do in the premises.

WITNESS the execution of this proxy by the said
THE ELTON CORPORATION this beo< dey of Decenver, 1938.

THE ELTON CORPORATION

sy DoawseaPrres -

Attest:

wae?

- s ¢ he ‘
cee aoe ee Ly ee

) oa

THE COMPANY WILL APPRECIATE SUGGESTIONS FROM ITS PATRONS CONCERNING ITS SERVICE

WESTE RN

a nme

4 SS ore eae peeen ee ee
re Received at HOM 503-729 SEVENTH AVE _ Mw ¥

~ TWBR1 30 DL=HOLLYWOOD CALIF DEC 9 4>4op
shtegieIRTs 3H been:
“i729 SEVENTH AVES

é =o HEREBY DESIGNATE AND APPOINT CHARLES

“

‘PROXY. TO VOTE FOR ME AT SPECEAL MEETING OF Toc
oF UNITED ARTISTS CORPORATION TO BE HELD ‘ON DEC EMBE!
1938"
‘CHARLES CHAPLINs

"§23P

:
F
.
:
=
;
2

atl

ADDITIONAL CHARGE IS MADE FOR REQUESTING A REPLY SY WESTERN UNION

*
eee . ee |

Pes.

«

Rae ee Pee ome am

SNOW 4 MEN SY THESE PRESENTS, That the unaersigned, =
THE CECKFORLD CORP ORATION,-& corlsoration, hold3r of four thousend
(4,Uu0¥) shures of the stock of Unites Artists Corporat in, &
Corsoreticn of the State of Delaware, aces hereby eppoint-
hinnkY PICKFORD, or in her ebsence, PAUL D. O'BRIEN , its true ena
lawfui- attorney wh th full power of substitution enc revocution, for =
it <nd in its neme, to bese es its proxy upon all of the stock ~ 3 ie

%

held oy it in the United artists Corporation at any special

or ennusi meeting of the stockholders of Uiittec artiate

_cor, eorat ion 4nd ny _ respective | adjourned i meetings t thereof; —_—o— s&s

ratifying and confirming ail that seid atone, or substitute —
Sot Bee

may iewfuily do in the premises, ¢ Aes =
° Tae oes es ene ay

WITNESS the siecatiek ofthis proxy oy the sald THE

PICZFORD CORSORs. TION this luth cay of Decemoer, 1938.

t

we <
THY PICKFORD CORPORATION

Sal one - ek gt ; it
. - * ‘ ‘
ny : . F. =
— mei ere ae _ ere re a aod f ate

_ ae —— :

- < 2 > OP gi tne te a . won ;
¢ aa oo -=* ' December 7, 1958.
° -_- “
ity — ,
aes nat Soaee Ce ae ee aN = Gppacies ead ae +

“PLRASE TAKE NOTICE that the Reguler Monthiy Meeting
of the Bosrd of Directors of UNITED ARTISTS CORPORATION,
held on December 6 1938, a been adjourned to December ‘lo,

1936, 6st a 15 ab es at ‘the offices ‘of the Corporation, me

a

a.

123. Seveiith Avenue, New ‘York City. See 3

.

MINUTES OF REGULAR MEETING OF BOARD OF DIRECTORS
OF |
UNITED ARTISTS CORPORATION
December 10, 1936.

Regular Monthly Meeting of the Board of Directors of
United Artists Corporation was held at the office of the corpora-
tion, 729 Seventh Avenue, Menhatten, City of New York, on Seturday,
December 10th, 1938 at the hour of 11:30 o'clock in the morning.
There were present the following:
Messrs. Charles Schwartz,
3 Dennis F. O'Brien,
Paul D. O*Brien, ~
- Emenuel Silverstone, »
constituting a quorum of the Board of Directors.
There were also present the following:
Messrs. Murrey Silverstone, Generel Manager
Harry J. Muller, Treasurer.
Dennis F. O’Brien acted as Chairman of the meeting, and

Peul D. O'Brien acted as Secretery of the meeting.

The following matters were considered:

1) WILLIAM S. HART BOND.

General counsel ofthe corporation reported thet a de-
cision had been rendered egeinst the corporetion in an ection
brought by Williem S. Hart, et al.-v. United Artists Corporation,
end the demeges plus interest constituted the sum of $278,209.99.

~

- -

FE eS Tt eS oh, aoe ae & a RD on. hale RS ee aa

; uy . pS - . ys ; . i. a
> Directors f .
R. M. Dec.10/38 - a 2.

An appeal to the Appellate Division is being taken, and in the mean-
time it was necessary that United Artists Corporation file ea bond in
the above sum. The General Manager reported in full concerning the
negotiations to obtain such a bond, and that he had been advised by
General Counsel that the bond had been duly Ciled.

The actions of the General Manager and the execution of
the bond by the United Artists Corporation were unanimously approved

and ratified.
_&

2) REQUEST FROM LONDON Fila FOR AN ADVANCE ON "DRUMS"
| The Gércral Manager réad a cable from Mr. Korda, dated -
November 10th, 1938 requesting the United Artists Corporation to pay —
immediately the sum of $150,000 as an advance against the New York
collection of film rentel on "DRUMS". He advised he had consulted
.with certain directors and pursuant to such consultation the sum of
$100,000 was forthwith paid to the Meihattan Bank to the account of
British Overseas Bank Ltd. by order of Prudential Assurance Co. Ltd.
under their assignment, such sum to be applied as an advance payment
by. the United Artists Corporation against all future revenue accruing
to London Film Productions Ltd. on all of their pictures inoluding
"DRUMS" coming within the assignment and where the accounts on such
pictures clear through the New York office. The General Manager re-
ported that up to the date of this meeting the sum of $21,219.70
hed already been recouped by the United Artists Corporation.

The actions of the General Manager were unanimously ap-
proved end ratified.

-

3) TRADE PRACTICE CONFERENCES:

>

Directors pm 3.
R. M. Dec. 10/38

-

The Generel Mandger reported that he had received on;

December 3, 1938 e memorendum from e Trade Practice Committee out-

lining certein proposals, details of which he gave to the Board.

it was

>

RESOLVED that these proposals should be re-
ferred to each Producer for its views,
end thet the metter be discussed et a
later Directors meeting. '

4.) DIVIDENDS FROM UNITED ARTISTS CORP. LTD ( ENGLAND)

=

It was brought to the attention of the meeting thet »

it was customary each year for the English Company to declare

e dividend. \

After discussion, on motion duly made, seconded and

unanimously adopted, it was

RESOLVED that this matter be held in abeyance
for the time being.

5.) DIVIDENDS FROM FOREIGN SUBSIDIARINS.

The General Meneger read a memorandum fron Herry J.

Muller, Treasurer, on the subject of possible dividends from the

subsidiary corporations of United Artists Corporation in Australia,

» Canada and Brazil, respectively, and also fran United Artists

South American Corporation which is a subsidiary corporation oper-

ating in the territories of Argentine and Chile.

it was

On motion duly mede, seconded and unanimously adopted,

Upon motion duly made, seconded and unanimously edopted,

RESOLVED that the same procedure as to dividends
be followed this year as was followed ~~
last year.

Bee Sas Bi ite aaa bolas te AN a es 2 apy ores wer eens ae ee coe =? 7 aa
R.M.Dée. * "10/38

6.) ODEON PREFERENCE SHARTS. ys.9
The General Manager read a cabdie f#rom-Mr.George Archibald cn.

¢ r
the subject of ODEON PREFERENCE SHARES, which ceble read as follows: »',

"NOV 18, 1938
REFERENCE-15000_ODEON. PREFERENCE SHARES -1e-HOLD WHER
DEUTSCH ELCOCK BATES DUE TO REPURCHASE AT PAR DUE DADE
IS NOVEMBER TWENTYSECOND AND AS THEY UNABLE REPURCHASE
RECOMMEND WE GRANT THREE’ MONTHS EXTENSION CABLE
INSTRUCTIONS REGARDS GEORGE. *

2 Gen eral Manager recommended that United Artists Corporatia:
grant the thred*months* extension.
On motion duly made, seconded and umanimously adopted, it
RESOLVED that a three months* extension be granted to

Messrs. Deutsch, Eleock and Bates in accord-
ance ene the cabled ft de

7.) ODEON: os
The General Manager reported tha jad been in extensive
communication vith London in regard to ODEON ‘SUBSIDIARIES, ond the %
dekated, unnieed explained in detail the leve gt panama with ;
the contemplated re-financing of the Odeon Group and the presentt sit-
uation regarding arrears in film rentals. All of the correspondence and —

summaries in connection therewith have beem given, as heretofore, to
Mr. Muller and are available to each Director. In view of the import-~
ance of recent developmenisit is hoped that each of the Directors will
familierize himself with seme.

The actions of the General Manager as reported by him
were approved and ratified.
8.) “DRUMS"-CANADA: ek:

The General Manager pointed. out that the five percent

of the gross rentals on "DRUMS" in Canada, payable to Nathanson and/or

Anglo-Cenedian Distributors, Ltd. was to be deducted from the gross
rentals on "DRUMS" in Caneda before division of gross rentals be- 4

5% eg epl paren neem ’ nf , ,
Directors ~~» Bet “oa
R.M.Dec. 10/38

4 : *.
* ‘ -
end also that all agreed costs in connection with such action were

likewise to be deducted from the gross rentals on "DRUMS" in Canada
before division of ‘the gross rentals between London Fiim-Productions
Ltd. and United Artists Corporation, and such arrangement was
agreed upon between London Film Productions, Ltd. end United Artists
Sorporation.

Upon motion duly made, seconded and unanimously carried,

it was

RESOLVED, that the previous resolution of this
Board as contained in paragraph 5 of
the Minutes of the Meeting held on a
November 4th, be and is hereby amended
so as to. incorporete the foregoing.

9.) LONDON FILMS-FRANCO SPAIN:

The General Manager read the following cable from Mr.
Pallos, of London Film Productions, Ltd. regarding certain London
Film pictures for Franco, Spain: wie
"NOV 15, 1958
NLT

LONDOPILM
NEWYORKCLTY

FIPTYTHOUSAND PESETAS GUARANTEE

SHARING SIXTYPERCENT PRODUCER STOP ARCHIBALD RECOM-
MENDS.ACCEPTANCE THIS DEAL ASK MURRAY DO LIKEWISE
CABLE. PALLOS"

It was the sense of the meeting that United Artists
Corporation should consent to Mr. Pallos' request, and it was

RESOLVED that the request of London Film Productions,
Lti. conteined in the cable dated November
15th, 1938 be grented, provided:

1) That the transaction be made through
Unartisco;

2) That if the deal is on a percentage basis
it be treated as coming w thin a censee

arrangement; Te

Directors 6.
R.M.Dec.10/38 5

3) That if it 1s an outright sale then United
Artists Corporation is to receive FIVE PER
CENT (54) of the consideration paid;

4) That the@onsent of the Producers-Owners be
obtained, such consent to be in the form
approved by General Counsel of United Artists
Corporation, and such consent to include the
right to any Producer-Owner to exercise a
Similar privilege of the sale of any of its
films in Spain if it should so desire; ane

pan” 5) That the right of the Producer-Owner to dis-
pose of its films in such a manner ghould
extend to Spain only and solely for the
period of the war.

The General Manager advised the UniZed Artists Corpora-
tion Board of Directors that from time to time it was necessery and
advisable to acquire short subjects for distribution in cerisin of
the foreign territories, such short subjects being produced in variow

countries of the world; that wherever possible he was endeavoring to

acquire such short subjects without any suerantees. He pointed out,
however, thet where it was necessary to purchase short subjects on an

outright sale basis the emounts involved were not substantial.
On motion duly made, seconded and unanimously adopted,

it was
RESOLVED, that all such matters be left entirely to
the sole discretion of the General Manager.
11) REPORTS OF BOARD MEETINGS-SUBSIDIARTES:

< The General Manager reported that he had received copies
of the following Minutes of Meetings:

1) Board of Directors of UNITED ARTISTS CORP. LTD
November 4, 1958; '

2) Board of Directors of UNITED ARTISTS (EXPORT) LTD.
November 4, 1938; iis ,

eee or si fitnateat te” ; a Ee ee

Directors \. NE ek “A 7.
R. M. Dec. 10/38 rg rea.

3) Board of Directors Adjourned Ordinary General
“Meeting UNITED ARTISTS (EXPORT) LTD. November
14, 1938.

He pointed out to the Board that at a meeting of the
Board of Directors of United Artists Corp. Ltd. held on November 4,
, 1958, Mr. Douglas Fairbenks and Mr. Maurice Silverstone respectively
’ had been elected Directors of that Company, and that Maurice Silverstone
had been elected Chaiman thereof.

Likewise Maurice Silverstone had been elected a Director
and Chairman of United Artists (Export) Ltd. at a meeting of thet
Compeny held on November 4, 1938. |

“ Mr. Silverstone advised the Board thet he proposed appoint-

as his alternate on the Board of Directors of United Artists Corp.Ltd.
and United Artists (Export) Ltd.his brother, Arthur Silverstone.

As General Manager he pointed out specifically that the

.

stockholders other than Miss.Mary Pickford hed not yet appointed their
alternatesto the Boards of the two companies. |
The action of the General Manager was unanimously approved

and ratified. . ,

’ he General Manager referred the Board to paragraph 7

of the Minutes of the Meeting of this Board held on November 4 wherein
it was reported that Mr. Schaefer had requested an early settlement of
eny moneys thet might be due him under the profit sharing provision of __
his contract, and that he had edvised he was agreeable to the anpoint-
ment of Harry J. Muller to calculate the amounts due him and he would
abide by Mr. Muller's calculations. ° = j

-

Siieetors S =
R. M. bee. Of : Oo

, : .

: aa

o
oe

The General Manager read to the Board « further canmunica-
-$ion received fren Mr. Schaefer dated November 14, on this subject,
wherein he stated that while he was agreeable to Mr. Muller making the
audit, he felt he wished to reserve unto himself the right to have some-
one like Price, Waterhouse 7 Co. finally determine the matter in the
event thet he was not satisfied with Mr. Muller's calculations. After
consulting; certain members of this Board, the General Manager wrote Mr.

Scheefer agreeing to his suggestion.

The action of the General Manager was approved and ratiried.

13.) CHRISTMAS BONUS TO EMPLOYEES IN THE HOME OFFICE & DOMESTIC re
EXCHANGES '

<«

The General Manager read to the Board « memorandum
from Mr. Buckley on the subject of Christmas Bonuses to employees in
the Home Office and Domestic Exchanges. ~

On motion duly made, seconded and ynanimously adopted,
; |

—

RESOLVED that the bonus be given to the iianiemlene
on the same basis as had been given hd
the past two years, that is, each empl

» earning under TWO HUNDRED DOLLARS ($200).
& week should receive one week's salary;
end it was further

RESGLVED that the General Manager be given camplete .
authority in his discretion to reduce any |
bonus payment or to eliminate any amployee.

it wes

14.) CHRISTMAS BONUS TO HMPLOYEES IN FOREIGN FIELD: ~

The General Manager read to the Board memoranda from Mr.
Kelly and Mr. Mulrooney on the subject of Christmas bonuses to employeest.
in the foreign field. ¢ |

On motion duly made,-seconded and unanimously adopted, it

Directors . ? ; ’ 9. S

R.M.Dec. 10, 1938. 2 ——
4" “<a
| ' RESOLVED that Christmas ponddelf-should be paid to-

the employees in the foreign field on the
‘ seme baSie-es for last year; arid it was
further

4 °

‘

RESOLVED that the General Manager be given complete
@ authority in his discretion to reduce any
bonus payment or to eliminate any employee.

15). CHRISTMAS BONUS UNITED ARTISTS CORPORATION LTD. & UNITED ARTISTS
=XPO L

The General Mane ger advised the Board that for a number of |
years it wn customary for United Artists Corporation Lid. and United

Artists Utxport) Ltd. to give a Christmas bonus to their employees.
Fy

The Board was referred to previous res@lutions passed by thiS Boerd

which outlined the details of such bonuses.

Upon motion duly made, ee ae adopted,
it was aft evwnnt?

RESOLVED that CHRISIMAS BONUSES be paid to the en-
ployees of UNITED ARTISTS CORPORATION
LIMITED and UNITED ARTISTS (EXPORT) LTD., 7
and the same basis as was used lest year
for Christmas bonus by she English Company
shoulé be used this year by both the English
and Export Compenies, with the understanding

' that the total period of consecutive employ-

ment in both companies should be computed 7
together as one period of employment.

16) REQUEST FROM EDWARD SMALL:
The General Manager read to the Board two.letters dated

respectively November 2lst and 25rd, 1938 received fran Edward Small
Productions, Inc. which requested an extension of 90 days for delivery

- of the second picture.

Upon motion duly made, seconded and unanimously adopted,

it was a wr
RESOLVED that such 90 days’ extension be granted to
= Edward Small Productions, Inc. for delivery
of second picture.

Directors : | 10.
R.M. Dee. 10/38 : “an

17) HOWARD HUGHES? CLATM: -.

The General Manager hed already been advised by General
Counsel that negotiations were still going on with. the representatives
of The Ceddo Campeny, who are making claims egainst the corporation
arising out of the distribution of their product.

General Counsel reported that Mr. Mulvey had consented to
see Mr. Goldwyn to have him use his good offices with Mr. Joseph
Schenck, requesting Mr. Schenck to ask Mr. Hughes to withdraw his
unjustified claims. General Counsel reported fully to the Board con-

cerning this entire matter and it was the sense of the Board that this
Hughes’ claim should be left in the hands of counsel.

18} ARGENTINE SURCHARGE 7 =
General Counsel reminded the Board thet this matter was 3
brought up at the meetins held Sep tener 8th, 1958. It was then re-
quested that United Artists Corporation seeure figures representing
the government's approximete claim for additional surcharges ageinst
each producer/ Mr. Muller has now obtained this informetion and the
eapproximete amount involved is 171,530 Pesos, or the equivelent of
$38,480.71 at the current rat® of exchange. Mr. Muller hed wri tten
to General Counsel for their opinion on the adeisability of withholding
from the producer's share of revenue the relative amount that the pro-
ducer would be liable in the event that the government should be suc-
~cessfut-in thetr contentica..__—_______ -__-____

After discussion, upon motion duly made, seconded and unan-

imously adopted, it was

‘RESOLVED, that the Treasurer withhold from the producer's
share of the pictures involved the amount that
the producer would be liable in the event the
mment should be successful in their con- |
tion,.and@ that these funds should be put in 4

a eet

* PMirectors Lad ee , re 11
R. M. Dee. 10/38 2 sat : :

it

‘a Special Account end retained there until
disposition in Argentine of the question
on surcharges has been made.

7
77

19) REQUEST FROM WALTER WANGBR PRODUCTIONS, INC.

The General Manager read to the Board correspondence fram
Walter Wenger Preductions, Inc. wherein they request that film rentals
be paid to them immediately instead of the customary three (3) weuke
after.

Upon motion duly made; secamded and unanimously adooted,

it wes

a.

RESOLVED that the request of Walter Wanger Pro-
ductions, Inc. be granted end thet film
rentals on pictures released in-the last

Me, twelve months be paid immediately insteed
of after the customary three weeks, send
that this practice be continued to the end
of January, 1959.

20) SAENGER AMUSEMENT CO.
The General Manager reported that Mr. Yurry Gold had seen

one of the executives of the Saenger Amusecn* Co. in order to endeavor
to settle the élaim that they had made for rebate, based upon the

promise made by Mr. George Schaefer, details of which were given to the
Board at a previous meeting. Mr. Richards, the head of the Saenger

Amusement Co. refused even to see Mr. Gold and that company would not
discuss any business at all until such time as the promise made by Mr.
Schaefer had been honored; Mr. Gold, upon his return from New Orleens,”*
Le. saw Mr. Schaefer end requested him to straighten the matter cut;
pointing ont that it was obviously unfair for the corporetion to dis-
« tai bute the pictures not only witout receiving anything therefor, but

to pay a sum of money out of its own account, in addition thereto.

Mr. Schaefer dgclined to communicate with Mr. Richards of the Saenger

s 5 Bee ee Beyer ae x ca ® . , i i ptt : ae
‘Directors * ;
R. Me Dee. 10/38 pet ae i

{

Amusement Co. on the lines requested by Mr. Gold but on the contrary
wrote Saenger Amusement Co. confirming that they were entitled to the
yrs

reduction they requested.

The Board again confirmed that the matter would be left
entirely to the General Manager to deal with same as he saw fit and
to give any rebate he -tthought necessary, in the best interests of the

company.

©

21.)OVERDUF ACCOUNTS FROM EXHTBITORS.

The General Manager pointed out that there wes due to the
Corporation on overdue eccounts from exhibitors, between $65,000 and

$90,000. Of this amount the bulk was due fram the Loew Co., and the

this money was more than one yeer old and epproximetely half thereof
hes been outstanding on "MODERN TIMES", since the Spring of 1936. The

General Manager pointed out thet Messrs. Schaefer end Smith had been
dealing with the matter but no conclusion had been reached and that he
hed instructed Mr. Harry Gold to endeavor immediately to come to 5
settlement (with the producers’ approval) so that these items long out-
standing could be satisfactorily cleared off the books. ”

22.) SUMMARY OF CONTRACTS TAKEN

The General Manager advised that each week there was pre-
pared « SUMMARY OF CONTRACTS TAKEN, which snowed the progress of the
booking of our product. An examination of this Summary showed there
has been included a large number of contracts which should be cancelled
by reeson of the fect that the pictures in question would definitely
not be made, and thet he was instructing the Seles and Accounting De- |
partments to act accordingly.

eae:
.
Pte. ye - ~ rae

Directors ~~ Bean oe
R.M.Dec. 10/38 + he

The ection of the General Manager was approved and
ratified. ;

i

23.) ADVANCES TO PRODUCERS AND OTHERS

The General Manager pointed out that from time to time this -
Corporation and its subsidiaries were requested by the producets and -
others to advance them he of money. In certain instences the Generel
Meneger pointed out there were assignments ‘against *he producers so re-
questing personel edvances and thet the only way the corporation hed to
get beck such loans would be from the producer direct, since we are

unable to resort to recoupment from the pictures in question.
In connection therewith, the General Manager read s memorandum

from Mr. Muller, dated November 22nd, on this subject.

On motion duly made, seconded and unanimously adopted, it

wes
RESOLVED, thet not over Two Thousand Dollars ($2,000)
in the aggregate should be loaned to any one
producer without the approval of the General _*
Meneger, Meurice Silverstone.
24) "MOSCOW NIGHTS", French Version- Central America: q

The General Menager reed a memorandum from London Film Pro-
ductions, Ltd. reference to "MOSCOW NIGHTS", as follows:

"United ts distributed the version 0
wuBSCOW ate in cert eavite tastetthe
‘Central America, opera out of the Cristobel Exchenge,
e was July 4, 1956.

1938 picture reports, there sre

"According to the Octo
no unpleyed contracts on this picture.

"London Films has an opportunityto sell the.rights of the
¥rench telking version of*MOSCOW NIGHTS" for Centrel
America. The buyer will use s Freneh dialogu print with
Spanish sub-titles. piescigen neces

"We shall appreciate your giving us permission to consum-
mate this French version deal."

.
&% -

as

rectors
R. M. Dee. 10/38

Di .s 14.

On Motion duly made, seconded and unanimously adopted,
Fad ‘

it wes ,

RESOLVED, that the request of London Film Productions,
Ltd. be granted and that an ins‘trument be pre-
pared by General Counsel to effegt this con-
sent, which instrument should contain the.
usual release.

25) WALT DISNEY ASSIGNMENTS:
Mr. Muller reported that we received fran Walt Disney

Productions, Ltd. notices of assignment of contracts respectively dated
December 27, 1950 and April 17, 1954 to Walt Disney Enterprises, which
company is a consolidation of Walt Disney Productions, Ltd., Walt Dis-

ney Enterprises and Liled Realty and Investment Company, Ltd. Upon
approval by counsel Bes hae Corporation assented to the assign-

ments.

26) MAE WEST:

The General Manager reported that he had been advised by
Mr. Loyd Wright that Mae West desired a distri bution contrect from us
fa two pictures; that she is adequately finenced and is prepared to
submit for our sppreval stories to be filmec.

On motion duly made, seconded and unanimously adopted,
\

it’ was
RESOLVED that action on this proposal should be
deferred.

27) LEASE FORMER BEVERLY HILLS OFFICE:

Mr. Muller reported the following: The lease dated October
26, 1938 between United Artists Corporation and Willian Morris Agency
Ine. contains the following paragraph:

"23., The Landlord agrees to deliver to the Tenant
within one (1) month after the execution of this lease a
certified copy of a ee aan of the tg of an gee

f the Landlord ratifying ro execu
this Lease and the failure of tee lan ord to deliver such

certified co shall be deemed a material breach of the pro- r

visions of this Lease." ‘

|

i

‘ Directors & | rare ft | << "

‘Re M. Dec. 10/38 : ry : ‘ 15

’

At the meeting of the Board of Directors held October 7, 1938 a résolu-
B®
tion was passed authorizing the officers of this corporation to execute
an agreement in substantially the form indicated in the minutes Oo” gaia
meeting. Because of the me of the wording*in Peragraph 25, it seems
necessary now to ratify and ‘approve the execution of thé lease and to
submit a certified copy of said resolution to the William Morris
Agency, Inc.
Upon motion duly made, seconded and unanimously adopted, it
RESOLVED, that the action of Harry D. Buckley, as
Vice-President in executing the lease
» between United Artists Corporation and
William Morris Agency, Inc. dated October

26th, 1938, be and the same is hereby
approved and ratified.

28) ANNUAL MEETING:

The General Manager reported it was requested by certain
of the Directors that the Annual Meeting of the Stockholders of the
corporation be held in Los Angeles, California.

Action on this matter was deferred.

29) NEGOTIATIONS “TTH DAVID 0. SELZNICK
The General Manager gave a full report on his negotia-

tions with David 0. Selznick. cs
Any definite action on this matter was deferred.
30) SAMUEL GOLDWYN INC. DISTHE IN

The General Maneger read to the Board a letter dated
December 5, 1958 received fran Messrs. Dwight, Harris, Koegel & Caskey
lawyers for Samuel Goldwyn, Inc. which refers to the distd bution terms
in Englend, and stated he wes referring the matter to General Counsel.

rd yee eae en i es a
» _, Directors - 7 |
Ph ‘Re M. Dec. 10/38 3 F
i om - &~

- eee ae

The action of the Generel Manager was unanimously

*

approved and ratified.

31) ESTIMATED MONTHLY OPERATIONS:
Ve

The Generel Manager reported that the Estimated
Monthly Operations for the 11 months ending November 26, 1938 on the
world-wide basis, with comparative figures for 1937, together with ea
statement showing Bank Belances at November 26, 1938, had been sent
to each of the Directors by the Treasurer.

32) NEW YOR, WAREHOUSE:

~The General Manager reported that he had been advised

is a

by Mr. Buckley that our lease at the New York Warehouse expires the )
lst day of January, 1939; the rent has been $3000 a year. Mr. Buckley —
hes negotiated a renewal of the lease for one year at $2700. yearly
rental.

Upoh motion duly made, seconded and unanimously
edopted, it was.

RESGLVED that the officers of this corporation be
end they are hereby authorized to exemte
such lease upon the terms above mentioned,
Subject to the lease being in form approved
by General Counsel.

33) REQUEST FOR DISTRIBUTION FROM AL ROSEN:

7 The Generel Manager read te the Board 2 cammunicetion
thet had been received from Al Rosen, dated December 6th, requesting
distribution of two features plus short subject.

Upon motion duly made, seconded and unanimously
adopted, it was

Directors

: 17
R. M. Dec. 10/38 = : ; vs atin

& |
RESOLVED that this request for distribution
be declined.
$4) WARNER BROS. & FOX WEST COAST: is a
The General Manager reported that in connéction with the
deals made with Werner Bros and Fox West Coast, on product disttbuted

by us, an unpleasant situation had arisen between certain of the pro-

ducers* representative. and this corporation, as follows:

In connection with the WARNER DEAL, the facts ere, briefly,
thet Mr. Schaefer started negotiations on the product with this cireit.
As regards certain theatres in their New Jersey zone, Mr. Small's repre-
sentetive stated that he recently saw Mr. Schaefer anf the latter told
him a certein price hed been agreed upon, whereas Mr. Bernhard, who
operates the theatres, definitely and unequivocally stated that no such
price had been arranged. Notwithstanding the conveyance of Mr. Bern-
herd's statement to Mr. Small'’s representative, the latter persisted
in bringing forth the talk he had with Mr. Schaefer and.the represente-
tive likewise suggested it appeared as if some other producer had bene-
fitted at “the expenge of Mr. Small. In view of this, the Generel Mana-
ger felt he had no alternative but to commmicate personally with Mr.
Bernhard, which he did, in the presence of Mr. Small’s representative,

with the result that the latter completely and unreservedly accepted
Mr. Bernherd's version of the transection. Acting upon advice of coun-
sel we requested from Mr. Bernhard a letter outlining the fects as they
were; such letter dated November 15, 1938, has been received, which

clearly substantjates that no agreement as suggested by Mr. Scheefer,
had been mede. _ : : ; ‘

6 pew ee ee ee a” ee eee ee Se ee

es ey 2 i ©» Sean
Directors ; a4 Pi asd le 18.
R. M.Dec. 19/38

Regerding FOX WEST COAST: A memorandum had been given
by Mr. Scheefer to each of the producers, including London Films, that
he could not get more than certain terms teem Fox West Coast, as set
forth in said memorandum. This memorendum was promptly challenged by
London Films who knew thet no such deal had been made for they would
have been exceedingly pleased, werg it true. Mr. Schaefér Admitted to
London Films that the memorandum was erroneous. Mr. Smell's representa-
tive and Mr. Roach's representative subsequently compleined that the
deal as negotiated by Mr. Schleifer and submitted to them ‘Was not in
accordance with the terms as set forth in the memorandum fram Mr.
Schaefer. After making a thoroush investigation it was ascertained 3
-from Mr. Spyros Skouras and Mr. Powers of Fox West Coast, and elso from
Mr. Sidney Kent that there never had been any offer at any time as out-
lined in the memorandum from Mr. Schaefer to the respective producers,
except es regatds the Goldwyn and Selznick product only. Mr. Skouras
and Mr. Kent expressed great surprise at such a statenent as contained
in the memorandum and said they would de glad to give us a letter tw the.
effect that Mr. Schaefer's memorendum was not correct. Mr. Skoures sug-
gested Mr. Raftery prepare a letter in such legal form es he thought nec-
essary. The representatives of both Mr. Small and Mr. Roach heve unre-
servedly eccepted our version of the trensection and heve unconditionally
accepted the deal. |

The General Menager regrets very much having to call the
above matters to the attention of the Board, on account of the pe rsoneli-
ties concerned, for whom he has the highest regard, but he felt in view
of the recent experience of this corporation, (i.e. the Hart case), it
was vitelly necessary that every step be taken to protect ourselves

“A” fe ae oS ae eS a ate oo ne, we. as DE an eee

— .

Pirectore : ' op | ‘Ye.
R. Me Dec. 10/38 ”

egeinst any similer unjustified controversey.

e°

The Action of the General Manager wee unanimously

epprovec and retified, and General Counsel was requested to prepare

@ suitable letter for submission to Mr. Skouras, and the letter from

Warners together with the letter fron Mr. Skouras when received to-

zether with Mr. Schaefer's memorandum were ordered to be attached to

these minutes.

35)

MR. H. J. MULLER REPORTED THE DTOLLOWING:

a) Re: MOTION PICTURES’ GREATEST YEAR: -

On December Sth, 1938 Mr. Muller received a sumnons

and campleint in the action of Milton Spitz v. Motion Pictures’ Great-

“est Year, Inc. et al. This is tiie tietter in which the complainant

claims thet the Movie Quiz contest infringes his copyright. Mr. Muller

immediately sent those papers to General Counsel for attention.

following ¢mounts, which represent our pro rate share of hegal services

b) E

e-

fhe Heys Organization reques*s payment from @s of the
‘

or expenses in the following metters:

LITTLEJOHN v. HUISH,et el. Salt Lake City. SERVICES. -$43.13.
BOSTON ANTI-TRUST SUITS DISBURSEMENTS. 54.71
COLONIAL THEATRICAL ENTERPRISES, INC. v. SERVICES &

CO-OPERATIVE THEATRES OF MICHIGAN _ DISBURSHEENTS-147.09
INDIANAPOLIS AMUSEMENT CO. v. METRO DISBURSEMENTS-122.19
GARBO AMUSEMENT CO. v. R. K. 0. et a’. SETTLEMENT . 57.50
BINI CASE, ARGENTINA DISBURSEMENTS- 19.08

The Garbo Amusement Co. item hes already bem@mpaid by
Approval is requested of all these items.

Upon motion duly made, seconded and unenimously sdepted,

-4

- a -
; R. Me Dec. 10/38 :
é \
~

——— =

RESOLVED, thet the above payments be made. In regard
to those payments already made, same are ©
hereby ratified, p. *

c) Re: PRICE, WATERHOUSE AUDIT OF SUBSIDIARIES, ETC.
Authority is requested to instruct Price,-Waterhouse &
Company to make year end examinetions of the books and sccount®-of our

various subsidieries end branches and to issue similar instructions to

our auditing fires’ in the Par East and Australia, where Price Water-

house & Company have no branches.
s °

The General Manager advised he had instructed Mr. Muller
to give such authority. 3

The action of the General Manager was approved and
ratified. ;

There being no further , meetimg upon motion,
duly adjourned to December léth, 1938 :

of Meeting

: , : . é “:
. ty ° = .
a0 =
ne, 3 ‘
November 15,1938
cages
OPP SOLTOTTT He 4 auras =
Mr. Joseph Bermhard,
Barner Bros. Carcui:, : e :
32k F ddth St. eM
eae New York City. | eI *
Deir Jost
; ‘Thank you very such ‘or your- explanatory
letter of even date, regurcing the negotia- ~
- ‘tions on the Ziward Small pictures for your
; New Jersey Zone.
—_— * I am very sorry that you have igen vethered
about this but as « dispute arose, wi.ic).
Wal Ro Sonning OF -eurey- “0 Rua ™ blterne-
tive cther thar to communicute sita you te
escertain the facts which you have £0 kindly; —
given us.
Rect wishes, an
PincsTely,
a ar
>
e Cilveretone,
bd 7
WE:FG ..
o
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ee

rt

co

YS: * est Sg, a ae
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. CABLE ACORESS

PWONE
CIRCLE 6-1010 ae “WANEWAR™

;.

32! West 44% STREET

OFFICE OF “NEw YORK
GENERAL MANAGER »

‘November 15, , 1938.

Mr. Murray Silverstone, |
United Artists Corporation, |
729 Seventh Avenue,
New York, N. Y.

Deer Murray:

Immediately upon my return to the office after our |
telephone conversation of Friday, I hastened to follow up with seis
Mr. Bond on any of his conversations anc dealings relative to the ‘
Edwerd Small pictures for our New Jersey Zone.

As fer as I personally am concerned, I again re-
} iterate what I stated over the telephone, that my personal conversa- |
tions with Mr. Schaefer on the United Artists Product for 1938-39 la
excluded the New Jersey Zone, except that in one of our conversa- “3
tiongy I stated that I would not discuss any change in New Jersey
frogifia: rentals to percentage. Specific amounts of flat rentsls a
wer@ never discussed by me. :

I had our Mr, ge me & memorandum on his dis-
cussions regarding the situation, which I am herewith quoting to you:

Meene

“When I was discussing the New Jersey situation :
with George Schaefer, I called his attention to the
fact thet we had bought the Korda pictures, for the
previous year, on @ flat rental basis, separate from™
the rest of the United Artists product, and, in many

- 4 situations, had. set up a selective deal wherein two
(2) Korda pictures could be eliminated. I told Scheefer
that I wanted to follow the same routine. He agreed
that we should buy the Korda pictures separately and i

a without making them a part of the flat rental formule, |
which, you will recall, was as follows:. , |

All 35% pictures - same as top flat rental nt year
» 304 * - 75% of the top for last year
; ® 25% n - 50% * " n n ® n

Mr. Schaefer said, however, that if he agreed to that,
he would want the balance of the 25% pictures to be set

*

}

—

o

uy. Murrey Silverstone -Page 2.

~ up at 'G0% of the top price for last_year', instead
“of 50%.
I dia not agree to this, because I felt the prices would
be plenty hizh without tacking on an extra 10% on the
lower bracket, second feature product. -
Both Schaefer and I were aware of the feet that we could ‘
not use the HURRICANE price as our basis in New Jersey,
because HURRICANE waS bought under e speciel deal, at
much higher prices than the previous 'Goldwyn' pictures.
In addition, nine (9) situations had been taken out of ~~
flat rental and put into percentagey;—~-Therefore, for our
purposes, we were using tae price that had been established
for STELLA DALLAS and DEAD END, which was $9000. for the’
top flat rental in New Jersey.

I am assuming that shortly after this conversation with

Mr. Schaefer, he was probably 45rd by Mr. Smallts repre-
sentative how much he would get for his pictures in the

fiat rental situations tn New Jersey. - George undoubtedly
told him $5,400. assuming that he would convince me, before
he got through with me, thet the 60% of $9,000. would be
proper for all 25% pictures, except the ‘Korda! productions.

Inuediately after this, and before any further conferences
were held on the suject; Mr. Schaefer left the Company. 2

When I took up these matters with Harry Gold, where we had
left off with Mr. Schaefer, we started settling the various —
. items that hac been left open. When we came to the New Jersey
matter, the whole business was traded out, Harry giving a lit-
tle and I giving a little, with the result that - “Small re-
ceived fog his pictures mot 50% of $9,000, which would have
been $4,500., but an arbitrary price of $5,000. In short, we
split the difference - ted Artists getting the edge, as
usual. ; 6
Understand, I never cid agree to pay $5,400 for the 25% pic-
tures. If I had finished the deal with George Schaefer, we -
would undoubtedly have come to some final settlement similar
to. the contract which Harry Gold and I finally made."

It is evident that Mr. Millstein has been furnished with er-
roneous facts regarding anyverbal agreements prior to the attual final
written contract.

Yours ver truly,

eS ; ae
- ies
: ? ane eee

é

. )
22»
f . nr
. *

$ ee ies New York, :
= Se __ December 59,1938
: : ;
<t = So the Secret 5 Be Eh Ae inc ci ge isis
oe) ast : UNITED ARTIST: | CORPORATION et
THE UNDERSIGNED, MARY PICKFORD, PRESENTS HER RESTGNATION E
= AS A MEMBER OF THE BOARD OF CERSCTERS OF UNITED ARTISTS
CORPORATION TO TAKE EFFECT UPON THE ELECTION OF PAUL D.O*BRIEN
: TO FILL SUCH VACANCY. 2: ee
: 7 2 Py . yA i

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a ptr ene A tC eaten lp att ln gpg meant enters
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WESTERN

cote? CABLE=LONDON 21 5/1102P-
ie OBMADRIS (OBRIEN MALEVINSKY AND DRISCOLL )=!

WYK £152 WEST 42 ST).
a

| RUFHORISE OBRIEN To QUALIFY AT DIRECTORS MEETING AND R
; ‘IW MY FAVOUR AT ITS CLOSE REGARDS=
DOUGLAS FAIRBANKS

NO ADDITIONAL CHARGE IS MADE FOR REQUESTING A REPLY BY WESTERN UNION

— en ~ . “rw - ‘—

— THE —
C New York,

Tn ‘ Kas Py 1736
AA YAW > _ Masih Go

Poeun ca pacer yr:

bs ron Seek
ee
NPAN end ees :

instead of December 9, 1938, es previcus noticed.

» BOWS eee ne :
December 7, 1986. 2
t ; Qn ;
Se ee ee So eS
/ ! g *
ere e-
" PLNASR a NOTICE, thet the Special Meeting of a
the Boers of-Directors of UNTTED ARTISIS COR? OrATION, a
-& a agit.

as called for by Mr. E, Silverstone (bethe the wish cere ie

bad bee ot

of Mr. Korde, willbe nelé on December 10, i933, at

*

2:50 2. M. et 729 Seventh Avenue, New York City, §

e

“PLEASE TAKE NOTICE thet ae Speciai leeting of

“the Boerd, of Directors of United artists Corsoretion,

held on Decentber 6, “1938, hes been further adjourned
to December 16, 1938, at 2:30 P. M. et the office
of the Corsoration, 729 ‘Seventh averue, New New York City.

eal * -

.
.

wen, ’ .
ae “
*
MINUTES OF ADJOURNED REGULAR MONTHLY MEETING OF
é BOARD OF DIRECTORS
—~ ;
of r

UNITED ARTISTE CORPORATION,
December 16, 1938.

A Regular Meeting of the Board of Directors of United
Artists Corporation was held st the office of the corporation,
729 Seventh Avenue, Manhattan, City, County end State of New
York, on Friday, December 16th, 1958 at the hour of 4:00 o'clock
in the efternoon, pursuant to the adjournment of the meeting
held on December 10th, 1938.

There were present the following:

Messrs: Charles Schwartz,
Jemes A. Mulvey,
Emanuel Silverstone,
Dennis F. O'Brien,
Paul D. O*Brien

constituting the Board of Directors. - }
There were also present:

Messrs. Maurice Silverstone, General Manager,
Harry J. Muller, Treasurer.

Mr. Dennis F. O'Brien acted as Chairman of the meeting,
and Mr. Paul D. O*Brien acted as Secretary thereof. att

Tge following matters were considered:

1) TRADE PRACTICE CONFERENCES:

i
|
.
;

The General Manager reported thet the Producers were not

in agrecment with many of the provisions contained in the memoran- /

dum prepared by the Trade Prectice Committee. Pi:

After discussion, upon moticn duly mace, seconded and =
unanimously adopted, it was e:

Directors-R.M. £ 2.
Dec. 16/39

RESOLVED thet the matter be.left to the General
Maneger to‘be dealt with by him in ac-
cordence with the reports of the Producers.

-=

2) DIVIDENDS FROM UNITED ARTISTS—CORP.-—

The Board was reminded thet this matter was held
over from last meeting, it weg ey then pointed out that it
wes customary each year for the glish Company—te-etirre a dividend. »

After discussion, upon motion duiy mede, seconded
and unanimously adopted, it wes ;

RESOLVED, thet this corporation recommend to the
English Company a dividend or approx-
imately L60,000. provided that such div- —
idend should be epproved by Price, Water-
house & Co. of London.

~~

~3)— ODEON:

a : :

The General Manager reported that since the 10th of
~December, 1938, the date of the last ra meeting, further camuni-
cations had been received in regerd to Odeon, and that ne AE Le
the seme to Mr. Muller as heretofore for the persual cf } Director.
The General Meneger steted thet he had consulted certein of the Di-
rectors thereon end in accordance with their approval he hed cabled
Mr. Archibald on December 14, 1938 as follows:

"NLT

ARCHIBALD

UNARTISCO =
LONDON (ENGLAND)

> Z é . FP ts ee * * a>

Directors R. MM. a
Dee. 16/38

This cable wes in reply to Mr. Archibald's letter of December 6th,
1938, copy Os,which wes read to the Board and ordered atteched

to these minutes.

The action of the Gerferal Manager was unanimously
approved and ratified.

4) HOWARD HUGHES CLAIM

The General Counsel reported that request hed been
received from Neil g° McCarthy, attorney Sor € faghes Tool Co.

requesting extension of the statute of limitations until April is,
1959 in order to stey further «4 claim they advise }they have ageinst
this corporetion. ;

Upon motion duly made, seconded and unanimously
adopted, it was -

RESOLVED that such extension of the statute of limi-
tations to April 15, 1939 be granted and
an appropriate extension egreement be ex-
ecuted by an officer of this corporation.

5) MAR WEST:

The General Manager was instructed to advise Loyd
Wright, attorney for Mae West that the corporation was not inter-
ested in negotiating e distribution contbact with Miss West for
her pictures.

€) ANNUAL STOCKHOLDERS* MEPTING:

It was requested by certain of the Directors that
the adjourned annual meeting of the stockholders of the corporation
be held in Los Angeles, California. This request was deferred
from the last meeting.

o

Upon motion duly made, seconded and unanimously

Directors R. M.
Dec. 16, 1938

edopted, it wes

RESQLVED that this reque&t be granted, end that
the Annuel Stockholders* Meeting ad-
“journed from November 18th, 1938 he
held et United Artists Studios, Holly-
wood, California on January 12, 1939 et
2:00 o'clock in the afternoon.

{
7) NEGOTIATIONS WITH. DAVID of SELZNICK:

The General Manager read to the Board e letter which
he had received from Mr. Selznick, dated December 6, 1938.

“

4 “i seussion was hed on the negotiations pending with
Devid 0. Selznick, and it was the sense of the goose that
definite action on this matter be deferred until a later date.

There being no further business to come before the
meeting, upon motion, the meeting duly adjourned.

f

‘a ° en, Acting Secretary

*?

a ©

Y UNITED ARTISTS CORP. LTD.
London, W. l.
December 6, 1958

Mr. M. Silverstone,

UNITED ARTISTS CORPORATION LTD
729 Seventh Avenue,

NEW YORK CITY.

Dear Murrey,

I have just got back from a Board Meetine of Odeon
Cinema Holdings Ltd., particulars o° which I will let you have
by a later mail. In the meantime, however, I want to catch to-
night's mail with regard to the following items on the Agenda:-

6, FINANCE on
+Te) To consider the position as to
L50,000 6% Preference Shares in
- Odeon Theatres Limited and
Philip Hill & Partners Limited

() To consider the position as to the
repayment ot L100,000 to Philip Hill
& Partners Limited on lst January’ next.

Item 6 he) agg refers to a matter on which I have
already edvised you ‘in. connection with the purchese of Associsted
Theetres (P.A. & D.) Ltd. As I heve ot expleined to you,

the Ordinary Shares of Associated Theatres (P.4. } D.) Ltd. were
acguired from Anson and Miller, the purchase consideration being

L150,000 6% Preference Shares in Odeon Theatres Ltd., these shares
being supplied as to 100,000 fram the Eagle Star Insurance Compeny
out of their own holding of same end 50,000 by Philip Hill &
Partners Ltd. out of the shares which they hold as security for
the loan of L402,000 made to Odeon Cineme Holdings Ltd. about a
year ago. Odeon Theatres Ltd. (the Public Company) in effect
therefore, acquired the shares of Associated Theatres (P.A. & D.) _
Ltd. from Eagle Ster Insurance and Philip Hill & Partners, under-
teking to psy them L150,000 by instalments over seven years. Mr.
Philip Hili agreed, and Edward Simmons confirmed it in writing,
thet as he would receive 450,000 from the Public Company over
s@€ven years, he would eccept this as being equivalent to 50,000
of the L100,000 instalment on the b402,000 loen due to be paid

to him on January lst. next. He now says thet he did not agree
thet the 850,000 should come off the first {nstalment due to him
end the matter is still being discussed. Until it is finelly
settled it is not definite whether Odeon Cinema Holdings is due

to pay L50,000 or the whole L100,000 to Philip Hill & Partners

on damuery lst next.

Item 6 (b) is, as you will readily see, affected by the
position regerding 6 (as but consideration was ediven eas to the

poseibilities pg on bes. be eae yg (or £50,000 if ey eee
sO on anuary " e means
(wheth er ,000 or b100,000) suuhd: nae. ee oeens tee Baek ah ee

oe ,
a SS ae as = ST —

Cineme Holdings at today’s meeting asked me to write you in my
capacity of Director of that mp ey! nominated United Artiets
Corporation and request you to plece the matter before the Board
of Directors of United Artists Corporation of Delaware. iI wes
not asked to ley any specific proposals before you, but merely
to draw your attention to the matter so that you might report
the whole position to the Deleware Corporation. As you know,
there ere alrea in New York copies of the L402,000 Loan Agree-
ment end documents relating thereto. It will be seen fran .
these documents thet if there is default in the payment to ~
Philip Hill & Partners Ltd. of the L100,000 instalment on lst
Jenuary next, they have the right to foreclose on the security,
which consistg/of over 1,600,000 or the 5/-Ordinary Shares of
Odeon Theatres Ltd. end approximately L270,000 6% Preference
Shares of Odeon Theatres, Ltd. If,however, the instalment is
duly paid on lst January next, the proportionate amount of the
security is thereby released.

Although, as I have stated above, I was. not asked
to place any specific proposals before you in this connection
nevertheless I believe it was in the minds of those present a
the meeting (end indeed on no other basis would-there be Sf
point in reporting the matter to you) that United Artists might,
if it became necessary, provide the L100,000 end take over as

security therefor the shares which will be released from Philip
Hill & Partners Ltd.

aaa

. I will. report further €o you in this matter as sub-
sequent developments may arise.

With kindest regards,
5 Yours sincerely,
(SIGNED) GEORGE

G. ARCHIBALD

c.c. to Mr. Deutsch and Mr. Quennell

MINUTES OF ADJOURNED SPECIAL MEFTING OF BOARD
OF DIRECTORS

of

UNITED ARTISTS CORPORATION,
December 16, 1938

A Speciel Meeting of the Board of Directors of United
Artists Corporation wes held et the office of the corporetion,
729 Seventh Avenue,,.Menhatten, City, County end Stete of New
York, on Friday, December 16th, 1938, et the hour of 2:30 o'clock
in the efternoon, pursuant to the adjournment of the meeting
hele on December 6th, 1938.

There were present the following:

Messrs. ‘ =e Schwertz,
emesg A. Mulv
Rmenvel ditvesetcas,
Dennis F. O*Brien,
Paul D. O*Brien .

constituting the Board of Directors.
There were also present the following:

Messrs. Maurice Silverstone, General Manager,
Herry J. Muller, Treasurer.

~e ; 2 ” ‘
The following metters were considered:

DES TRIBUTIO
CAND AND CANADA:

The foregoing metters which were adjourneé *rom previous
Speciel Meetings of the Boerd were again fully discussed.

a a oe ee ee ee ee eT ee ee pk an se

a

Directors S.M. ~ 8.
Dec. 16/38

No definite action was taken on these matters.

There being no further business to come before “
the meeting, upon motion, the meeting duly edjourned.

‘Paul D. O*Brien
Acting Secretary.

.2
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DecerBer 16,1938.

MINUTES OF SPECIAL O@fING OF THE BOARD OF DIRECTORS OF

3
:
1

STS CORP ORATION

A special meeting of the Boerd of Directors of United
Artists Corporation was held at the office of the Compration,
723 Seventh Avenue, New York City, et three o'clock in the
afternoon, on Briday, December 16, 1958, pursuant to the
ed journment of the special meeting heid on December 10, 1958.
This was the special meeting called, oursuant to the notice
ottached hereto, py Mr. Emenuel Silverstone, tt being the
wish of Mr. Korda.

There were present the following:

Messrs. Cherles Schwartz
Jemes A. Mulvey
Emanuel Silverstone
. _ Dennis F. O*Brien
Paul D. O*Brien, % "

constituting the Board of Directors.
There were also present the following:
Messrs.. Maurice Silverstone, General Man.ger
H

. J. Muller, _ Treasure?,
Alexander Korda. | 5 fh.

~~

Mr. Korda introduced Mr. C. H. Browne, attorney aa
the Prudential Assurance Comvany, who presented a letter

‘of Introduction. is

Mr. Korda directed the attention of the meeting to
s*”
@ resolution passed at the directors meeting on August 4,
1938, which concerned itself with the pictures "ACTION FOR

re

Ser Lae, ee ee eee ae ee a

ee Be ert in a o 5 se Pe: Ee sain aa ee

22
SLANDER” end "SOUTH RIDING", stating thet the resolution

» conception of fact. :. ~-

Mr. M. Silverstone then delivered to the meeting
two cablegrams he had received from Mr. Quennell, coneerning
the matter. It wes order that these cablegrams should be
attached to the minutes of the mecting.

It was suggested that Mr. Korda should set forth
the facts cs he had stated them in a written statement, which
stacement should then be executed by him and attached to

the minutes of this meeting. 9
After further discussion; it was moved, seconded and
unanimously

RESOLVED, thet the facts set forth in Mr. Forde's
statdment ean 1 he Quennell*s cablegrams
B59 bec j Anes: and that, predicated
upon such confirmation and upon Mr, Korde'’s
statement and upon Mr. Quennell’s cable-
grams, v* resolution passed at the
directors meeting of Aucust 4, 1938, con-
cerning the motion pictures "ACTION FOR
SLANDER" and "SOUTH RIDING" be amended
and rescinded, and thet the nictures should
be declared to be Londcn Film preducts
under the provisions of the contract between
Mr. Sorda and Untted Artists Cororation,
uated December 22, ‘1936, and nese such

t

aa

pictures be accepted as proverly delivered

ae pag under that contract, and that London Films

3 end Alexender Korde should heve credit for
such pictures as so-called stock pictures

under that contract.

There being no further business before the meeting,

upon motion duly made and seconded, the same adjourned.
™ ? ’

;

ssis cre
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ee, :

SILVERSTONE aati 3 :
_ NEW YORK . » oe s- Ca aS a6

—————

LC ,

GEORGE HAS SPOKEN ME EXFERSNCE SOUTH RIZING AND ACTION FOR

SLANDE: S208 ‘SEEMS TO ME THAT PICTURES RAVING BEE. ACCEPTED
ies eels

FOR DI TEISUTION UNDZR LONDON FILMS DISTISUTIOR SCREDMENT

SHOULD BE TREATED AS LONDONFTLMG FOR ALL PURPOSES” :

| _-REIBENG STOP-~AM LOOKING INTO FACTS PLEASE DEFER AnX ACTION

corenee "PENDING ‘HEAPENG FROM ME ye

_ purposes including the counting of these pietures as- “stock” pictures@ -

eet ~ : : » : tee, 4
P - ft Se
° ees

‘ o. ¢ °

lew York, December 1938. ~ :

4

United Artists Corp. . mn
729 al 7th ave. “ s j “4 i
flew York City. * gree, f

RE: "ACTION FOR SLANDER" end I ; eer
Gentlerens MSOUTE HIDING" : a

I desire tasrive a correct statement of the facts surrounding
the-two pictures, "ACTION FOR SLANDER" and "SOUTH FIDING".
' Se
. Mien these tro pictures were due to te made Seville approached
London Film Production to produce these pictures under my supervision

_ end edntrol; thereupon I undertock the supervision and control of these

twa. pictures at our Studios - TH Denham Studios,- end the bulk of the
money used to finance thé making of the pictures wee furnished through
London rus Productions Ltds ¢

ity supervision and control of theee two pictures wes for and
on tehalf of, and ‘under the supervisior and control anc direction of
London Film Préductions Lté. end ih my capacity as Managing Director
and Generel Pfrodtiction Meneger of Londen Film Productions Ltd.

To all intents and purroses, end in all respects, these
two pictures sre London Film productions and delivered under the
basic agreement and we have always ered that these tro pictures
heve been credited to the eccount of London Film Productionsfor «11

With regerd to the financing of these pictures, the first
“loan for their production was secured through the Victor Saville.
Corporation; therefore, legelly, we had to give, through our assignment,
the omership to that company. Therefore,.the first monies derived from
the Gistribution of these two pictures, up tothe emount of these leans,
hes to be paid to the sasignees of Victor Savilje Productions Ltd., and
our money will come back after these monies are discharged. ;

ss iy attention has been called to the Resolution passed by =
the Board of Directors cf the tnited Artdsts Corporation-et-a meeting “3
held on Aug 4,1928, in which reference has been made to these two pic-
tures. My understanding of this Resolution is thet it was passed to
fix legal ownership of these fprodu¢tions in Seville Productione to the
end that the cosyoretion cowle legelly recognize the assignments mede
to the lenders, of the proceeds that would be derived from these two
pictpwres and thet the sole and only purpose cfithe Resolution wae to-
cover this sjtustion.

Upon reeding such Reeolvtion et the present time there seems
to be added & provision excluding the computetion of these pictures egeingt —

Stes Sk Met TES ’ $e He : : ey rey as, aT

ot the "stock. - ‘This ds complete error snd the Ninutes should te corrected
+6: a henete this part of the Reselution. . ' -
ss : Finglly, “under the errehgene pt made with London Films for ‘the pro-
se Guetion ef these pictures, it wee ‘Broviced thet the equity money, the profits
and _the beneficial ownerehip would Bal in hnewaae Film Productions Ltd.
‘Any .propesed inoue that nay neve been executeé and submitted ”
to United Artists for execution are withdrawn ene of no effect end all ‘
Sach documents should te returned to the files of London Filn. Productions
— ~“*Etd.

~

ROUMASE OF LONDON FINE AND RELEASE OF STOCK Sa?ISPACTORY STOP
PROvOSED WOTRS WILL Have TERM OF THN YEARS POSSTBEY REDEEMABEE
UMOSR CERTAIN CORDITIONS FROM FEYE 10 TEN YEARS SUT NOE

REDEGRAUER FOR FINO? FIVE YEARS SPOP INTEREST PaYaSut FIRST
PITS YEARS ONLY IF #aRKBD SYOP NO INTENTION THaT CONDIDIONS
OF NOTES SHOULD NamwDICAP KORDa IN ANY "4Y IN BORROWING FROE

BARK. 3
~IZTuRe

setae opiate accent as tN MM 8s aim nandaee

=

SOEIESE NOES FOR
fines reas
PUIDAY THRE

WESTERN UNION GIFT ORDERS SOLVE THE PERPLEXING QUESTION OF WHAT TO GIVE,

NOTICRROF REGULAR MONTHLY MEETING OF BOARD OF
i

UNITED ARTISTS COR2ORATION

PLEASE TAKE NOTICE that the reguler monthly meeting
of the Boerd of Directors of United Artists Cor oretion will
be held et the office of the Corvoration, No. 729 Seventh

Avenue, New York City, on Tuesday, Januery 5, 1958, at

2:30 BM.

Dated: December 28, 1958.

Scanned from the United Artists collection at the Wisconsin
Center for Film and Theater Research.

Wisconsin Center
for Film and Theater Research

Digitization and post-production completed in the University
of Wisconsin-Madison’s Department of Communication Arts,
with funding from the Mary Pickford Foundation.

www.marypickford.or

MEDIA
HISTORY

DIGITAL LIBRARY

www.mediahistoryproject.org